KrXMs: Wizard and Sakura
by Despicable-D
Summary: It has been two years since Sakura became the Card Mistress and is now enjoying her junior high school life. However a string of disappearances has hit Tomoeda and a new face in Tomoeda seems to be in the middle of it. What can Sakura do when this mysterious masked magician reveals himself and even stranger is hows he's her new English teacher.
1. Chapter Zero

"_This is…a dream?"_

_That was my first thought as I looked down upon Tomoeda, the city I called home. I knew it was a dream because I was flying; no…floating, in midair without the use of the __**FLY **__or even my wand._

_The city was pitch-black. And it wasn't because it was night. There was perpetually no light, no street lights, no cars, even the sun provided no light. Then I noticed why. The sun was completely blacked out, its edges completely snuffed out by an inky black shadow._

"_What's going on?" I hugged myself close. This was like no dream I had ever had. It felt like the darkness around me might close in, surrounding me in its cold grip. On the very edge of my vision a light suddenly appeared. A deep purple glow had sprung from the very foot of the Tokyo Tower. _

_I don't know whether it was by my own power but I was slowly levitating toward the Tower and the strange light. I suddenly heard a repeating monotone chant._

"_**Zetsuboda. Zetsuboda. Zetsuboda**__.__**" **_(Despair)

"_What is this?" I gasped as I scanned over the crowd of chanters. I recognized so many people in the crowd. My neighbors, my classmates, my friends even my family. And what frightened me the most…the purple glow was coming from them._

_Each one of them stood straight backed, their face completely emotionless but their eyes were filled with an eerie yellow light. But their bodies. Their bodies looked as if they were beginning to shatter. Strange cracks were spreading all across their bodies and from within those fissures was where the purple light was coming from._

_The chanters were all looking forward with their expressionless faces, all of them looking ahead toward the leader of their troop._

_The supposed leader of their gathering looked toward the gathering instead of straight ahead. They were very small, petite even, their body shrouded by a black coat and hood. They did not join in the chanting but only stared out contently at their vast group of followers, sitting cross legged in a black wooden chair that must have been prepared for them. _

_The cloaked figure then raised their hand to silence the chanting and immediately the chanter ceased. The figure rose from their chair and turned their attention away from the crowd, toward a road that stemmed from the main road of the city. I was also looking that way because I noticed a new light was heading directly for this exact area, the sound of a low rumble coming with it. _

_**Vrooom!**_

_Pulling up several yards from the crowd a single motorcycle came to a screeching halt, the light coming from its headlight. Its rider nudged the kick stand down and kicked off from his bike, tossing his full face helmet to the side. I still couldn't see his face from the distance I was forced to watch from. I could make out however the strange white buckle in the shape of a hand wrapped around his wrist and the ring with a red gem on his finger._

_The leader of the troop of mesmerized people looked at the rider thoughtfully, raising a femininely gloved hand toward the man's direction. Her horde immediately broke from their prone states. What happened next could have only come from a nightmare._

_Many fell to a knee, others clutched their chest in apparent pain. I cried out, trying to move toward them, help them in any way I could. But I could not move, helplessly I hung in midair, too far to help anyone._

_The fissures covering the pained people began to glow ever brighter and spread ever farther across their bodies. The fissures suddenly seemed to glow to an apex as one person's body instantly exploded, his body seeming to shatter as if it were rock not human flesh. In his place a new body rose up, a body so twisted looking it could never have been mistaken for being human. More people followed the first as their bodies exploded in term as more monsters rose from the debris, each one calling out to the dark sky, flexing their newly formed claws and filling the air with blood curdling shrieks and roars. And once every person had changed and every monster fallen into place, they sprang on the rider as one._

_The lone man did not pull back, nor did he make a move for his bike, instead he pulled a new ring from inside his jacket and slid it into place on his finger. He placed the palm of his hand over the handprint buckle on his waist. The buckle instantly sprang to life as light filtered from the ring. _

_**Dragorise!**_

_A red magic circle appeared in the air above him. An ear wrenching bellow came from the circle that caused the army of monsters to stop in their tracks some even pulling back in fear._

_A white, horned head rose from the circle first, then a gold clawed talon and then two vast wings allowed the beast to free itself from the magical gateway. _

"_Dragon! Ike! (attack)" The man commanded, the beast landed on the ground beside him, the ground shaking under its weight. It growled threateningly as smoke filtered from its jaws. It took one loping step before it was practically upon the horde of much smaller monsters._

_The horde immediately retreated as the few of them at the front were crushed under the white dragon's huge feet while others were unfortunate enough to be caught in its razor like teeth. The dragon noticed the large group trying to retreat immediately as more smoke billowed from its clenched fangs._

_With a mighty roar a gout of flames erupted from its jaws instantly incenarating those at the back of the line. The flames followed the group for several more yards torching those who could not get ahead of the others. The few monsters that were fast enough to escape made a beeline for their master side hoping that in her prescence they would find sanctuary from the monsters snapping jaws and burning flames._

_It was not to be. I watched in horror as she lifted a small rectangular card into the air above her._

_**Crash!**_

_Not even a whimper came from her cowardly followers as they were instantly made a memory by a sudden flash of dark lightning that instantly, and hopefully painlessly, erased them. _

_The cloaked girl showed no sign of remorse as she walked over the ashes of her once large army of monsters. The dragon growled threateningly once more as she drew closer but on a call from its master it immediately pulled back to his side._

_The two stared each other down once more, no words were passed between the two._

"_Henshin." The man placed the hand with the red ring on the buckle this time as a new magic circle appeared in front of him. In turn, purple fissures began to spread across the girl like her minions before her. The two immediately dashed toward each other as one. The man's body passed through the red sigil filled circle and his body suddenly became wrapped in flames. The girl's fissures glowed to their apex as her human body exploded away. The two finally crashed into one another as a flash of red and purple filled the dark world with bright harsh light. I covered my face with my arms from the blast._

_**BEEP! BEEP! BEEP!**_

XXXXXXXXXXXXXXXXXXXXXXXXXX

**BEEP!**

"HOE!" Sakura leaped from her position in bed into a sitting position as the buzzer to the alarm clock rang in her ear. She wiped the sleep from her eyes as she took in her surroundings. Not a dark city, no monsters, just her regular bedroom with sunlight filtering through from outside.

"Man you were really out of it." A small, teddy bear like cat flew into her lap his little wings flapping air into her face. "That thing was going off for a full ten minutes, I thought you'd never wake up."

"WHAT! Ten minutes! Kero-chan why didn't you wake me!?" Sakura leaped from her bed, sending the little yellow lion back into the air. She scrambled to her closet to pull out her uniform. "I'm gonna be late!"

"Ah, this brings back memories." Sakura turned to a voice in her doorway and saw her elder brother standing there with a wry grin and pointing to his watch. Kero instinctively went prone trying his best to imitate a stuffed animal. "You're going to be late, Kaiju."

"Would you stop calling me that!" An anger mark formed on Sakura's brow at the tiresome nickname. "I'm in middle school you know."

"You're right." Toya agreed with a shrug. " A Kaiju at least causes destruction on time. So you're more of a baby who sleeps in all the time." He grinned bigger.

"Would you get out of here so I can change!"

"Sure, sure." Toya held up his hands in surrender. "You're breakfast is in a bag in the kitchen so you can eat it on your way to class." Toya chuckled as he closed the door behind him. Sakura grumbled inaudibly as she went about the task of hurrying to pull on her uniform.

"That was close." Kero sighed as he flew back up to his place on the bed. Even years after Sakura's capturing and changing of the Clow Cards Kero still felt it was necessary to lay low around Sakura's family, though often it seemed fairly clear that the elder Kinimoto sibling seemed to be onto him. "You can't blame him for making fun. You were so out of it that even the alarm couldn't wake you. Was it a dream?"

Sakura had just straightened the tie to her red uniform when she paused in thought. "Yeah, I think it was a dream." She pondered to her self.

"Well what was it about?"

"Umm…I can't remember."

"Of course not." Kero sighed at this very common occurrence. "Well it must not of been anything important."

"I'm not sure." Sakura pondered further. She could remember somethings like floating without her magic and a bright flash of light but that was it.

"Yo Kaiju! Daidouji's down stairs waiting for you! Her chaufers with her." Toya called up to her.

"Thank god for you Tomoyo-chan!" Sakura grabbed her bag and flung open the door to run down stairs. "See ya Kero." She whispered back to the clow guardian. He waved back in response.

XXXXXXXXXXXXXXXXXXXXXX

"Sorry for making you wait." Sakura called to her cousin and best friend.

"No problem." The long haired girl assured her as she opened the car door. "I had a feeling you might need a lift is all."

"Thankyou." Sakura slid into the seat beside Tomoyo as she started to hurriedly wolf down her breakfast. "I really can't believe I slept through my alarm buzzer…" The door shut muffling her words from those outside as the car pulled away.

Hovering several stories above the young Card mistress's home was tiny red mechanical bird. The bird chirped thoughtfully as the car retreated into the distance. It flapped its way down to the window at the homes top floor. It peered in, watching the little yellow lion mutter triumphantly to himself as he mashed the buttons on the game controller that practically matched him in size his eyes solely focused on the screen.

"Hmm! What's that?" The little lion's ears twitched as it felt a presence from outside. It flew over to the window looking left and right around the window sill and saw nothing. "Must be my imagination." He surmised. "I wouldn't blame anyone though. They must've wanted to watch my masterful playing of these videogames." Kero went back to his business, switching the game back to play mode and immediately forgetting the presence he felt.

The presence however was very real as the red bird escaped its hiding place in the shrubs beneath Sakura's window. It chirped in thought once more before flying off, to inform its master.

XXXXXXXXXXXXXXXXXXXXXXX

"Was the tea to your liking sir?" The young café waitress asked her customer. It wasn't often that many people ordered the European style tea and it was even less often for there to be actual European customer to order it.

The man who ordered it seemed to casually sip the beverage and sigh with content once he was done. He flipped the cup over and placed it on the dish it was served to him on. He then asked for his bill. The woman complied removing the dish and placing the leaflet with his order and the price written on it. He looked over his bill and then pulled out not his wallet but a plain white hankerchief. He placed the cloth over his bill. The waitress looked at him quizzically. He invited her to remove the cloth with a smile and a motion of his hands. She did so.

"Oh my." She gasped. Beneath the hankerchief was his bill paid in full but also a very generous tip for the waitress as well as a single red rose. The waitress scooped up the money and lifted the rose to her nose to sniff. It was real!

"The tea was perfect love. And the service was as well." He winked at the blushing waitress as he exited the café.

XXXXXXXXXXXXXXXX

"Ah nothing quite like good tea in the morning." The foreign man said as he casually waltzed down the nearly empty sidewalks. Many people stopped and stared as the passing brown haired man walked by. He whistled a mellow tune and waved as he passed by so many starring eyes, his own blue eyes showing a pure jolliness for the simple morning.

His eyes then darted to the side when he noticed a red shape darting out of view of the people on the sidewalk. He hooked a right into a more empty street and whistled.

The red mechanical bird lighted onto his shoulder almost immediately. "Garuda, nice work." He softly petted the little bird one the head and it seemed to coo in joy for the remark. "So now we know we're in the right place. This is definitely the Card Misstress's city." The bird nodded and leaped back into the air.

"Well then." He stated, pulling a ring from his jacket pocket. The ring had a silver base with a red gem planted into its center. He flipped down a secondary piece of metal hanging off the side of the base and covered the gem giving the appearance of a face mask over the jewel. "Show Time."

**Welp. There we have it. This ladies and gentlemen is an idea I've wanted to do for a long time. Not this specifically at first but it eventually evolved into this. This was a practice chapter I decided to write first as more of an introductory to the theme of the story. So it will be known as Chapter Zero. For now let's keep all speculation to a minimum, I will provide more details in the next chapter, so for now please review and give me your impression.**


	2. Sakura, the wizard and a mother's love

**Wow, that was quite the Premier impression. I've already got five reviews, not to mention a few follows and favorites. With this reaction I guess I have to update a little sooner. Well, to start off, I'd like to set some guide lines for this fic so as to deter some questions. My wish is to base this story within a combination of both the CCS manga and anime, including the movies. I want to fully intergrate my original Kamen Rider wizard into the Cardcaptor Universe while also utilizing the themes and traditions of his original series. However for those who came here mainly for Wizard don't expect to see any original characters from the show, I also might not use some phantoms, for instance as far as I have planned I may not use Gremlin. So apologies ahead of time for any Sora fans. So with that, let's begin!**

_Chapter 1: Sakura, the Wizard and a mother's love._

"Gather round! Gather round!" The jolly call resounded through the park as children lead their parents toward an already growing mob of onlookers. The focus of their attention gleefully waved the over, revealing his empty black top hat for all to see. "Look closely. Do you see anything in it?" The foreign man asked as several kids shook their heads in anticipation.

"Now then. Say the magic words:" He called reaching his hand in side and motioning for the children.

"ALAKAZAM!" They all called.

"Whoa!" He pretended to struggle as he fished out a long green stem. He tugged harder, seemingly unable to remove what was at the end of the stem. "Can I get some help?" He asked trying for a volunteer.

"Momma, can I try?" A small girl at the front of the line asked her mother. The young woman smiled and nodded. The child happily stepped forward as the magician offered her his hat. The girl grabbed a hold of the green stem (keep ur dirty jokes to ur self) and tugged with all her might.

_**Pop!**_

Without any resistance at all the girl freed her prize from the hat marveling over the beautiful bouquet of colorful flowers she had gotten. "She's done it! A round of applause for my lovely volunteer!" The magician clapped for the young girl prompting everyone else to join in. The girl blushed and returned to her mother's side who also clapped for her.

"Sugei!" Near the back of the gathering stood the awestruck Sakura Kinimoto who marveled at the foreigners display. "That was incredible."

"What's so incredible about it?" Struggling to hold up the latch to Sakura's school bag the tiny clow guardian watched the simple trick unimpressed. "Sakura can do that too. And without the hat." He muttered.

"It's the man's showmanship and ability to please the crowd that everyone's cheering for, that's half of the trick." Tomoyo explained happily giggling at her cousin's childish wonder. Kero however still remained unconvinced. He apparently wasn't the only one.

"Such foolishness being so awed by such a simple trick." A very blunt voice said from the back of the group near Sakura and Tomoyo. The speaker was a tall, stern looking elderly man wearing a pair of thin rimmed glasses. The crowd turned their attention to the man who made his way to the front of the line. He stood face to face with the magician. "A fake bouquet in a hat with a false bottom. A trick only a child would be fooled by." The gathered parents stared at the man in outrage but the magician raised his hand to get their attention and looked at the older man full in the eye.

"Now see here sir." The magician started, he then reached back into his hat and pulled out a single flower. "If you wanted a flower of your own so badly you didn't need to make such a fuss." He offered the flower to the perplexed man who couldn't fathom how there was enough room in the hat for another flower.

"Hmph! Foolish clown." The man snarled as he snatched the flower preparing to throw it away.

"Funny you should mention clowns." The magician grinned. The spectacled man paused mid toss when he noticed a rubber tube coming from the bottom of his flower and running back into the magician's sleeve.

"Gahh!" The man was too late to throw the flower away as a jet of water sprayed from the open bud of the flower hitting him full in the face. The children started laughing at the once arrogant man now having to wipe his face dry and his eyes clean.

"Thank you! You've been a beautiful audience!" The magician placed the hat back on his head and waved goodbye to his audience retreating down a side path. The children were disappointed that the show was already over but glad for the fun of the whole show. Humiliated, the man stalked away with his fists clenched.

"Ok, now that was entertainment." Kero tried as hard as he could to hold in his laughter, the edges of a wide grin appearing behind a mouth he was struggling to keep sealed. He soon noticed that both his friends were silent to the show. "I guess that guy did overdo it abit." Kero scratched the back of his head in slight embarrassment when he realized his friends probably didn't like the cruel joke as much as he did. But Sakura and Tomoyo didn't seem to show any sign that they were paying attention to him. In fact their eyes were glued firmly to the retreating back of the humiliated man.

"Tomoyo-chan, isn't that?" Sakura started.

"It did look like him." Tomoyo agreed.

"Huh? What's going on?" Kero looked back and forth between Sakura and Tomoyo, clueless to what they were talking about. "Whoa where are we going!?" He called out as Sakura broke into a run for the side path the man had taken.

"That was definitely Kurikara-sensei." Sakura said aloud.

"But he was acting really different to his usual self." Tomoyo added in.

"Who are you two talking about?" Kero said just as the two came to a halt on an open street, their mark nowhere in sight.

"Did we lose him?" Tomoyo asked not seeing any side streets close enough that he could of turned into.

"Ok you two need to calm down and explain. Who is this guy?" Kero, having escaped Sakura's bag and was now flying in front of the two with an annoyed look, demanded.

"That was our classes English Literature teacher." Tomoyo explained. "Although he wasn't acting like how we know him to."

"The Kurikara-sensei we knew was always really nice. He loved teaching more than anything. So that was why it was really sad when he was forced to retire a few months ago." Sakura explained sadly. "Some of our classmates tried to stay in touch with him but soon we were hearing less and less of him before finally he just seemed to of disappeared."

"Hmm. Ok but that guy was a complete jerk. Doesn't sound anything like the guy you described." Kero pondered.

"That's why we want to find him and ask what happened to him." Sakura explained.

"Ok. Got it. Leave it to me!" Kero put a paw to his chest and he floated a little higher into the air. "I'll fly over head and see if I spot him."

"Please do." Tomoyo agreed.

"Ok, I'll be bac-." Before Kero could finish a loud scream was heard back in the direction of the park.

"What was that?" Sakura looked back to the direction of the park, it was then that she sensed it. A dark, dangerous presence was emanating from the park and immediately she broke back into a run.

"Sakura?!" Tomoyo called after her friend with Kero in hot pursuit.

"Hey wait up!"

'This presence, the people in the park are in danger!' Sakura thought herself. She slid to a halt as she rounded the bend and was able to look into the area. What she saw caused her eyes to widen.

Throughout the park, lanky horned creatures were chasing after a small pack of terrified people. The creatures stood as tall as the average person. Their grayish skin gave the impression like they were made of stone and they had orange, fissure like marks across their bodies. Many of them were armed with various weapons, some with long pikes and others with thin swords.

"What- what are they?" Tomoyo and Kero had finally managed to catch up with Sakura and they too were shocked by what they saw.

"With the small amount of magic that these things are giving off, they must be some type of familiar but why so many and who would order them to do this?" Kero hissed preparing to transform into his true, fully grown form.

"What do we do?" Sakura gripped the key hanging from her necklace, hoping it would give her some kind of answer. "We need to help, but there's so many people around." Just as Sakura was fighting with this conundrum a young girl had tripped and fell behind the group, her mother ran back to save her but the stone monsters were closing in too fast. "No choice!" Sakura finally pulled the pink key from around her neck when…

**Vroom!**

The monsters were just within grabbing distance of the little girl when the loud roar of an engine and a silver and red blur ran through them, knocking the beasts aside giving the mother time to reach her daughter.

"Who is that?" Kero stared wide mouthed as the silver, dragon designed motor cycle came to a stop. Its rider kicked the stand down and pushed off the bike, his helmet covering his face.

"Nigero!" He commanded the woman pointing toward the nearest exit, which happened to be where Sakura, Tomoyo and Kero were.

"Over here!" Tomoyo called as the mother picked up her daughter and dashed toward them. Kero hid back inside Sakura's bag as Sakura and Tomoyo waved the mother over. Sakura turned back to see the lone biker standing defiant before the recovered horde. He turned back toward their direction and as the two's eyes met a strange sensation filled Sakura's mind, she could not place it but she felt sure of one thing.

'Everything will definitely be alright.' She thought, her magic phrase encouraging her. She saw the man smile as if he knew what she was thinking. He gestured that she should get moving and she complied.

"Now then." The rider removed his helmet revealing messy brown hair and blue eyes as he tossed it aside. The horde was closing in on him as he reached into his jacket and pulled out a pair of rings. One, a black hand-print designed ring he placed on his belt buckle that matched it perfectly.

_Driver On!_

Bright light filtered from the buckle as his belt changed shape to that of a silvery metallic belt, the buckle remained but it was now framed by a metal plate with a switch that was built beside it. The rider pushed the switch down, inverting the hand prints position from 4-o'clock to 7-o'clock. An electronic beep sounded as flashing light appeared in the center of the belt. He then placed a new ring on his finger and held it to the buckle.

_Connect, please!_

The rider lifted his ring hand to the air beside him as a red magic circle appeared in the air from his hand. He reached into the sigil filled circle, pulling out a silver long barreled gun that also had the hand shaped symbol but now it was closed resembling a fist. The rider swung wide as he fully removed his weapon, clamping down on the trigger as he did. Silver bullets exploded from the barrel of his weapon as they redirected their wide paths, smashing into the stone horde and send many of them to the ground instantly.

"Saa…" The rider spun the gun around his finger cowboy style. "Showtime daa."

XXXXXXXXXXXXXXXXXXXXXXXX

"I think we got far enough away." Sakura gasped for air as she, Tomoyo and the mother holding her child and escaped to a more secluded area away from the park.

"Those things they just came out of nowhere." The mother gasped. "Thankyou, you really helped us."

"It's no problem at all." Tomoyo said and Sakura nodded in agreement. She then blinked. "If I'm not mistaken I think we saw you two at that show earlier."

"Ah! You were the little girl who volunteered." Sakura finally noticed.

"Ehmm!" The little girl nodded. "That nice magician even let me keep these pretty flowers." She was still holding onto the bouquet she pulled from the magician's hat. The little girl then seemed to notice something behind Sakura and Tomoyo and pointed. "Ah! It's that mean ogi-san!" Sakura and Tomoyo turned and stared wide eyed as the man they had been looking for was now standing before them.

"Kinimoto-kun. Daidouji-kun." He nodded in recognition.

"Kurikara-sensei!" Sakura called in shock.

"Why are you here?" Tomoyo inquired.

"I heard the commotion and saw you all running away. I couldn't let a woman and child along with two of my former students to just fend for themselves. I may be old but I'm not so old that I can't help."

"Sensei." Sakura's eyes glazed with respect, her teacher hadn't changed after all.

"Thank you for your assistance. I just want to get my daughter to safety as quick as possible." The mother nodded in gratitude.

"You cherish you're daughter a lot it seems." Tomoyo stated with a glad smile on her face.

"My little Ruka-chan is the best part of my life." The mother said cradling her daughter close.

"Mama daisuki!" Ruka hugged her mother close. The display warmed the two girl's hearts but for the other person present a sly grin appeared on his face.

"I see, so that is what keeps you going." Sakura and Tomoyo turned to ask what he meant by that but they noticed he had disappeared once again.

"Mama!" They around just in time to see the now reappeared Kurikara having snatched Ruka from her mother's arms and jumping away with speed and grace unbefitting his age.

"Kurikara-sensei! What are you doing!?"

"Ruka!" The mother called in fear vainly reaching for her daughter as Ruka reached toward her in turn.

"Hahahahaha!" Kurikara laughed at the top of his lungs and with his free hand he removed his glasses and tossed them aside. His aged eyes now had an unnatural red glow behind them as he smiled wickedly. "The man known as Kurikara no longer exist." He declared.

"What?" Sakura asked dumbfounded.

"He devoted his entire life to teaching and when he was forced to retire, it destroyed him, literally!" The creature that resembled Kurikara then began to morph and change as red smoke rose up from its body. "And from his remains I was born! HELL HOUND!"

"M-monster!" Sakura reeled back in shock as her teacher had been utterly transformed. His body was covered in a molten almost burning skin and his face was utterly void save for twin pits blazing hell fire.

"Now, I will make this woman fall in to despair by getting rid of this brat!" A thin metal sword appeared in his hands as he pointed it toward the frightened little girl.

"Ruka!" The mother called out in despair.

"Stop!" Sakura yelled pulling the key from her neck once again.

**Bam!**

"Gahh!" Hell Hound reeled forward as something struck him in the back, forcing him to drop the little girl.

"Ojou-chan. I suggest you run."

"Bastard! Who the hell do you think you are?!" Hell Hound turned to crush the person who shot him in the back he was surprised to recognize the one who attacked him. "The clown from the park." He scoffed. "Any more tricks you want to show me." He mocked as he lifted his blade to charge.

"Treeku janai." The magician stated back as he slipped a ring with a red gem onto his finger. "From here on out its real magic."

"He's...a sorcerer too?!" Tomoyo gasped in disbelief, Sakura remained silent but stared focus on the ring on his finger. From its depth she felt it, a warm draft emanated from it. A draft that could have only come from a mighty blaze.

"Henshin!" The magician called out as he placed the ring onto the hand print on his buckle.

_Flame! Please!_

_Hi,hi! Hi,hi,hi! _(fire)

A red magic circle appeared in the air beside him. The circle glided over him, covering his body in red flames. With a wave of his hand the flames flew away revealing the magician in all his armored splendor.

"Sugei!" Sakura, Tomoyo and even Kero called out in awe. The magician's new armor was black with red, crystal like pads on his chest and red lenses on his helmet that was designed similar to that of a bug with a pair of anttenae like horns. Twin tassels hung from the armor giving the impressions of a magicians coat. And a chain of rings of different colors and shapes hung from his belt. The magician sweeped his coat tails back and raised his ring hand in a sign of challenge.

"Saa, showtime daa."

"It can't be!" Hell Hound cried out in disbelief. "A wizard here!?"

The magician chuckled to himself as he held his silver gun in both his hands. He then pushed up on the barrel prompting the barrel to align with its grip and causing a silver blade to spring forth. "Let's go, puppy dog." The magician charged his newly formed sword poised to attack. Not willing to back down, Hell Hound charged with his own weapon.

Their blades clashed sending sparks flying as Hell Hound went for a stab and the wizard parried, catching the blade on his own. Wizard then elbowed the beast in the side of the head forcing their clash to break apart. Angrily the monster went for another swipe, stabbing with abandon. The Wizard ducked and parried against the assault, not showing any sign of fear. Then Hell Hound went for a low swipe, however the Wizard anticipated this, cartwheeling over the slash and slamming his foot down atop his enemies head, forcing Hell Hound down again.

"Damn you!" Hell Hound slammed his fist to the ground angrily but then he suddenly vanished, almost as if he had sunk into the ground. The wizard redoubled his guard, not knowing what his opponent was up to.

"Where are you looking?"

"Gotcha!" The magician swiped backwards but he hit only empty air. "What the hell?" He dropped his guard in confusion only long enough for Hell Hound to slash him across the back sending him reeling.

"The shadows, he's using the shadows!" Tomoyo called prompting the magician to look at his feet where sure enough he saw the detestable face of his foe.

"How very observant Daidouji-kun. Indeed I have the ability to sink and travel through the shadows." He then receded back into the darkness and reappeared away from his adversary. "And no place is safe from me." His eyes were focused on a line of trees, where, having followed the advice of her savior, young Ruka hid behind the trunk of a large oak.

"Oh no. Kid get out of there!" The wizard warned.

"Disappear." Hell Hound lifted his claw to his mouth as flames built in his maw. "Graaahhh!" A line of fire shot forth from Hell Hound's mouth blasting against the line of trees.

"RUKA!" The young mother fell to her knees as she watched her loving daughters sanctuary go up in flames. "My…little…baby."

**Crack!**

"Hahahaha! Yes fall into despair!" Hell Hound cackled as purple fissures began to spread across the sorrow filled face of the mother.

"Damn you!" The wizard slashed with his blade, the monster just barely avoiding it by hiding back in the shadows.

"With this I just have to get rid of you and those two-wait where'd the other one go!?" Hell Hound demanded noticing that one certain Card Mistress was missing.

"_Key that holds the power of the stars show your true form before me. I Sakura command you under our contract. Release!"_

"What's this light?!" Hell Hound cried as he was forced out of his dark hiding spot by the intense light given off by Sakura's magic circle.

"Gotcha!" The wizard pulled another ring from his chain and held it in front of the buckle. Meanwhile, Sakura pulled a card from her pocket as it spun in mid air in front of her.

_Cho-ine! Kick Strike! Saikoooooo!_

_**Watery**__!_

"Haaaaaa!" The red magic circle appeared beneath the wizards boot as flames began to generate around it. "Finale!" He called as he broke into a run, cartwheeled and then back flipped into the air with his boot ablaze.

Sakura waved her Star Wand (wow, I can feel my masculinity receding already) against the card with the image of a water nymph on it. The nymph rose up from the card in a stream of clear blue water and soared toward the blazing trees.

"Impossible!" Hell Hound cried out once more as the burning kick blasted him in the chest sending him flying back before he finally exploded.

**Watery** had done her job, having doused the flames with jets of water leaving only wisp rising from the charred wood. "Is she okay?" Sakura called into the smoke as a pair of huge wings were revealed amidst the ruined woods.

"She fainted from the heat but she seems ok." Kero, having taken his true form and used his wing barrier to shield the child from the flames just as they hit.

"Nice! Kinimoto Sakura-chan!" The wizard gave the confused Sakura a congratulatory thumbs-up and then turned his attention back to the slowly shattering mother. He pulled yet another ring from his chain and went to the mother's side.

"Ruka..Ruka…" She muttered sadly as she seemed to get weaker and weaker.

"Don't worry. That girl saved your daughter. Now leave it to me…" He slipped the new ring onto the mother's finger. "to save your hope." He lifted her hand up to his buckle as the scanner resounded once again.

_Engage,please!_

A red circle now appeared over the dying woman as the wizard levitated over it and then slowly receded into it. Sakura, Tomoyo and Kero rushed to see what was going on. "What just happened?" Sakura asked her guardian.

"Your guess is as good as mine. Let's just hope it works out. For her sake." Kero motioned to the still girl resting on his back."

"Mama." Ruka muttered sadly as a tear ran down her cheek.

XXXXXXXXXXXXXXXXX

"So, this is that woman's under world." The portal dropped the armored wizard into what looked like a hospital except, save for him, everything was black and white. Everything except the purple fissures smashed into the ground and walls like rips in space, and the colossal thing ripping more fissures in the wall in a desperate attempt to escape.

"There you are." The wizard said as the multi headed serpent turned on him. He slipped another ring on his finger and lifted it to the scanner as the beast charged. It crashed into another, larger magic circle that suddenly appeared in front of the Wizard and a mighty roar resonated from its surface.

_Dragorise! Please!_

A golden horned, red gem tipped headed exploded from the circle, blasting the hydra with a gout of flames that sent it flying out the hospital doors. The dragon fully escaped its portal as it gave chase to its foe, the wizard chuckled as he slipped the connect ring back on his finger summoning another portal. "You're as rowdy as ever, Dragon." The magician's motorcycle wheeled out of the portal and like a loyal dog stopped at his side. The rider mounted his bike, revving the engine. "Ikou, Winger." The bike roared to life as the wizard gave chase to his overzealous partner.

"Whoa, he's really going at it." He quipped having caught up, watching as the dragon was at a standoff with the hydra, its many heads biting into the beast's thick hide while dragon slashed and bit at his hated foes underbelly.

"Dragon! Lend me your power!" Wizard called as his bike leaped into the air and its wheels split, latching onto the dragons wings and giving the wizard a seat on the dragon's back.

"Finale!" He called as he readied his sword and pulled down the thumb part of its hand scanner.

_C'mon slash, shake hands! _

The rider placed his red ringed hand onto the scanner causing it to flash with light.

_Flame! Slash Strike! Hi hi hi!_

A torrent of flame erupted from the base of the blade and up to its tip as the wizard pulled back to slash.

"Haa!" With a mighty horizontal stroke the wizard cut through each of the hydra's heads with a line of fire. Dragon then finished the beast off by blasting the center of its chest with a massive fire ball, causing it to explode as a giant sized hole appeared in its center.

"Fui." The wizard sighed in content as the world around him began to repair itself. The dragon roared in triumphant and flew off back into the portal from whence it came.

"That should do it." The wizard dusted himself off preparing to leave. But then he heard it, low in the distance.

"Whaa! Whaa!"

"Hmm?" Curious, the wizard followed the sound back into the hospital till he found the origin to be in one of the rooms.

"Whaa! Whaa! Whaa!

"There, there Ruka-chan!" A new mother sat up in her hospital bed, cradling her newborn child in her arms and doting lovingly. "It's ok, mama's here." The tiny baby blinked as it ceased to cry, reaching up to her mother. Her small fingers wrapped around her mother's larger one and she cooed gleefully.

"Ahh." The wizard leaned in the door way knowing that the occupants of the room couldn't see him. Still, with a flick of his wrist a single flower appeared in his hand. He placed it at the foot of the bed and offered a small prayer. "Even a tiny hope, I will protect it no matter what."

**And done! Man was this long. But I hope its suitable as the first official chapter. Next chapter: we learn a little more about our mysterious magician, who sent him and what's happening in Tomoeda. Till next time.**

**Ps. there I fixed any errors I may have first made. sorry about that Wizard probably has the most henshin noises of any kamen rider I've seen so its hard to keep track of what to put in.**


	3. Sakura, the new teacher and old friends

**Chapter 2: Sakura, the new teacher and old friends.**

'Late! Late! I'm going to be late!' Sakura thought frantically as she dashed through the hallways, attempting to not knock over other students and teachers as she tried to reach her class before the bell.

"Sakura-chan! Over here!" Sakura finally noticed her friend Chiharu waving her over toward the classroom.

"Am I too late?" Sakura huffed as she finally slipped into the classroom.

"Nope. You're just in time." Rika, another of Sakura's friends, assured her.

"What a relief. My alarm clock just doesn't seem to work anymore. I always sleep through it." She sighed in relief as she slumped into her chair in exhaustion.

"You know about alarm clocks!?"

"HOE!" Sakura literally leaped from her seat as Yamazaki, yet another friend and Chiharu's boy friend, popped up behind her, not wanting to miss a chance to tell another of his famous tall tales.

"Here we go?" Chiharu sighed.

"You know how some people used to wake up with a rooster's crow right?" Yamazaki asked, getting up in the stunned Sakura's face to demand an answer.

"H-hai." She answered nervously.

"Well, when people made the first electronic alarm clocks they knew that was the sound people were most used to waking up to so they planned to make the first alarm buzzers sound just like rooster crows."

"But wouldn't it be just easier to use the beeping buzzer we have now?" Sakura inquired, prompting Yamazaki to hold up a finger in answer and lean in closer.

"Indeed. However, other roosters began hearing these false crows as well, so they assumed that whatever time the other rooster began crowing they should do it too. But!" Yamazaki leaned in closer still. "Not everyone gets up at the same time so when one rooster could be crowing at 5:00 am another could start crowing at 6:35 am. Before anyone knew it, roosters all over the world would start crowing at random times and no one was able to get any sleep."

"Is-is that true?" Sakura worried fearfully, not wanting to imagine getting woken up at random times of the night by a group of roosters.

"Of course it's a lie." Rika reassured her all the while Chiharu was man-handling Yamazaki for making such a "feather-brained" (I'm not funny) lie.

_**Ding dong! Bang bong!**_

"There's the bell." Tomoyo stated. "And still no teacher." She wasn't the only one to notice. Ever since Kurikara-sensei was forced to retire their English class has had to utilize several fill in teachers until a proper replacement could be found.

"I wonder if that rumor I heard was true or not?" Rika pondered. "I heard from Terada-sensei that a new student teacher was coming from overseas to be our instructor this year."

"From overseas?" Sakura pondered to herself. 'We certainly get a lot of people coming and going from overseas in this city. And each one was as mysterious as the next when we first met them.' She smiled to herself remembering all those encounters with new friends and how after rocky beginnings they became irreplaceable to her. 'Maybe I can become friends with this teacher too.'

Just as Sakura finished her thoughts the door to their classroom opened once again. Sakura only glimpsed shaggy brown hair and the image of a red ring before hers, and Tomoyo's, eyes widened.

"Sorry I'm late class. I had some difficulty finding the class room. Just getting used to this school after all." Now sporting a burgundy jacket over a black dress shirt and black slacks, the magician walked over toward the black board and began writing with a piece of chalk in large letters. "Now then my name is: Mister Carter Hughes." He finished writing his signature with an exaggerated underline scratched beneath it. "Since I'll be teaching you all English this year I will make it a policy that you must all refer to me as such." He smacked the black board behind him just beneath his name for dramatic effect.

"_Whoa. Seems like a pretty strict teacher."_

"_He's got blue eyes. He must be that foreigner teacher people were talking about._

"_He seems harsh but he dresses really cool and he's handsome too. Kind of like a character from a manga."_

Whispers went up around the class, each student giving their own first impression on this mysterious new teacher. Sakura however was still stunned. That the same man she saw just yesterday doing magic tricks for children and then had turned out to be a true sorcerer who fought monsters and was now her teacher was just too much for her to comprehend. However, this did make one of the things he had said to her yesterday make more sense.

_**Yesterday, after the battle.** _

"_Look! Those weird marks are disappearing!" Tomoyo exclaimed as the group huddled over the still unconscious woman. Just as the last of the fissures had faded from existence the red magic circle suddenly appeared above the woman's body once again. _

"_Haa!" Suddenly, the circle's owner burst from its surface, landing in a crouch a few feet from the shocked the group. He rose back to his feet and dusted himself off as he walked over to the sleeping mother. _

"_What did you do?" Sakura asked as the armored wizard seemed to finish his inspection of his charge and nod with satisfaction._

_He turned to the trio, his face hidden by his helmet. "I protected her hope." He stated surely. "As well as made it so that no more Phantoms could come looking for her." With what he deemed a sound response he turned from Sakura and her friends as he placed his hand back to his belt._

_Connect, please!_

_His silver trimmed motorcycle wheeled its way out of the new portal he had created and the rider once again kicked back onto his bike._

"_Wait!" Sakura proclaimed grabbing his arm to stop him from leaving. "That still doesn't answer much. I still want to know what happened to Kurikara-sensei. Why did he come after this woman and try to kill her daughter? And, who are you?" She demanded apparently in one breath as she huffed with desperation. The magician stared at her and sighed as he linked his fingers, apparently in thought. "Knowing may pull you into a predicament you might not yet be prepared for. Would you still like to know?" He asked._

_Sakura didn't even wait to think it over. "Of course! I don't know what's going on but I know that I definitely don't want this to happen to any more people, not while I can do something about it." _

_The rider looked her over thoughtfully, seeing the clear determination in her green eyes. And he chuckled, placing a hand on her head and ruffling her hair playfully. "You're everything they said you were." _

"_Hoe?" Sakura blinked at his statement, even more confused._

"_Naruhodou. (I understand)" The magician revved his bike preparing to leave. _

"_Hey you still haven't answered Sakura's questions!" Kero proclaimed in anger by how this stranger was attempting to snub his mistress._

"_Not here." He stated. "After class tomorrow. Head to the amusement park. Your other guardian may want to hear this as well so bring him too. My familiars will show you in." And with that he drove away, leaving the fading roar of an engine still pounding in their ears._

_End flashback._

"So that's why he said 'after class'." Tomoyo whispered to Sakura, having thought the same thing. "He must have known somehow that we were in his class."

"Please save all your idle chatter for after class! Kinimoto-san. Daidoji-san!" Carter Hughes called to them.

"H-hai!" The two girls said as one, caught off guard by the sudden shout. 'So strict.' Sakura thought to herself. Nothing like the fun loving, fairly jolly magician she saw yesterday.

"Now then…" He addressed the entire class again. "For those of you who can't abide by this policy then I ask that you…" The class hushed up, expecting some kind of punishment for those who couldn't follow the rule. "Please refer to me as Yu-sensei." He said the last part with a wide welcoming smile that caught the entire class off guard. "I'm sure we'll all have a lot of fun this year and I look forward to getting to know each of you. N_ee~? _The class still remained silent, not aware of what to do with the sudden mood swing. "_Nee~?" _He asked again.

"Hai, Yu-sensei!" The class called as one

"NICE!" He threw two thumbs up and smiled as he settled back into his chair, ready to begin the school day.

XXXXXXXXXXXXXXXX

_4:00 pm, Tomoeda Amusement Park_

"So what now?" Kero asked as he scanned the area, searching for anyone who could have been the armored magician's familiars. He did this from Sakura's hand bag, as his mistress, along with Yukito; Toya's best friend and the human persona of Sakura's second guardian, and Tomoyo who demanded she come as well.

"He said his familiars would show us in, but I don't see anyone out of the ordinary around. And I don't feel any particularly powerful magical presence either." Sakura stated, perplexed.

"Perhaps, his familiars aren't very powerful." Yukito guessed. Sakura and the others blinked at his hypothesis.

"Maybe." Kero crossed his arms in thought. "He was a mage with a particularly offensive array of magic, so he might not rely on powerful familiars to protect him."

"So what kind of familiars would he have?" Tomoyo asked just as perplexed as the others.

"Maybe ones like those." Yukito pointed, drawing the three's attention toward a nearby bench wear they spotted three, strange little creatures.

"Kawaii!" Sakura cooed when they got a close look at the three mechanical animals. The first was a red bird that fluttered around the two girls, chirping happily and taking nips at their hair which made them giggle. The second was a blue mechanical unicorn with a wide blade on its crown that resembled a horn. The last floated up to Kero in Sakura's bag and hovered around him as if to get a good look.

"What is this, an octopus?" Kero asked while swiping at the toy that wouldn't stop buzzing around him. His question was answered for him as the yellow octopus familiar sprayed a jet of ink into his face. Kero retreated back into Sakura's bag to try and avoid another bath and clean his face. "Ick! This one wants to pick a fight." He growled popping back out of the bag and preparing to make roast squid of the toy.

"Hold on Kero, look!" Sakura pointed toward each of the round cores that the three had. Each had the base of what looked like another of the magician's rings either in their chest, head or back. "They must be his familiars."

Almost in response, the toy bird flapped off toward a deeper section of the park, its companions in hot pursuit.

"I think we need to follow them." Tomoyo guessed and the group immediately gave chase.

The three animals took the group for a merry march around the amusement park before finally they came to stop in front of the Hall of Mirrors. "But this rides closed down." Yukito noticed. Undetered, the familiars ran inside. "I guess we don't have a choice." Yukito checked to make sure no one was watching and then hussled the two girls inside before they were spotted trespassing.

"It's pretty dark in here." Sakura stated, having to feel the wall so she wouldn't trip.

"Here I have a flash light." Tomoyo said as she rummaged through her bag, finally pulling out the portable light. She flipped the bulb on, finally letting some light in.

"Over there!" Sakura pointed toward the back of the hall where the three familiars waited for them, each trying to draw their attention toward a single mirror they stood beside.

"Here?" Sakura asked placing a hand on the mirror. Almost immediately, the glass plane began to hum as a golden magic circle appeared across its surface. "That's-!" Sakura started, immediately recognizing the sigils with a crescent moon over lapping the sun.

"Clow's magic circle!" Upon recognition of his former master's seal, Yue's wing's sprouted from Yukito's back, enveloping him like a cocoon and unfurling revealing the long silver haired angel in his place. The seal faded away, as did the mirror, revealing a hidden door way further in.

"This isn't possible." Sakura said looking in. "This should be the back of the building but there's an entire room in here." Sakura gazed in wonder at the interior of the hidden room. It was furnished to seem like something of a lounge with a circle of couches surrounding a wood coffee table dominating the center of the room.

"It seems you've started to underestimate my abilities, Sakura-san." A coy chuckle answered her from the other end of the room.

"I know that voice!" Kero flew ahead of the rest as the group ran to join up with him. "Clow!" He called in disbelief as the group found the source of the retort having come from a wide a mirror at the back of the lounge, and reflected from its surface was none other than the resurrection of Clow Reed himself.

"Eriol-kun!" Sakura called in joy.

"It's been a while, everyone." Eriol smiled back at her.

"We're here too!" A girl with medium length, auburn hair suddenly popped into view. In her arms was a small cat with fairy wings, and had a very annoyed look on his face.

"Nakuru! Spinel!" Sakura waved to the two guardian's happily. "Is Mizuki-sensei there as well?"

"Indeed." A gentle voice replied back as a beautiful red haired woman slipped into view beside Eriol. "How have you been, Sakura-chan? Tomoyo-chan?"

"Hectic, is how we've been!" Kero replied in an agrivated tone.

"Calm down Keroberus." Spinel attempted to cool his hot headed counterpart down.

"It's true though. Sakura and Keroberus have informed me of what they've had to deal with lately. And our search for answers has brought us to you, Clow." Yue stated, not without a bit of venom.

"Easy you two." Sakura waved her two guardian's down. "Eriol-kun's always had a lot of secrets but I have a feeling this might not be his doing this time. Right?" She asked the former card master.

"Indeed, you have good intuition, as always." Eriol nodded. "Please sit and I will try to explain to the best of my ability." He waved them over to the couches, which they complied.

"Now then, as for our meeting spot…" Eriol started. "I suppose you could say, this a safe house I created and hid with magic after the events with the Sealed Card, I felt that if some new predicament may ever occur we would need to keep in contact through another way than over the phone." Sakura and the others remained silent, not refuting the logic.

"Now then, on to the more pressing issue. To begin, Sakura-san, you are aware of the two variations of magic correct?" Eriol asked.

"Different variations of magic?" Sakura blinked confused.

"I guess not." He chuckled, not surprised by his friends lack of knowledge on the subject having come from a non-magical household. "At first, magic was a shared knowledge across the world, however, centuries ago, magic was split between two separate sects; East and West."

"East and west?" Tomoyo asked, just as confused as Sakura by the concept. "Oh, is it like how Li-kun's magic is different from both yours and Sakura-chan's?"

"Very observant, Daidoji-chan." Kaho answered her former student. "Li-kun uses fudas to utilize his different types of elemental magic. And his mother used a ceremonial fan as well. Both of them utilize eastern magic."

"However, Sakura-chan…" Eriol started. "Your magic and mine are a mixture of both magics. East and West combined."

Sakura looked over her cards with new wonder, never fully comprehending such knowledge about her cards and wand.

"So then, those monsters. What magic made them?" Kero asked, though he expected the answer.

Eriol straightened his glasses and stared out as if he were seeing something far away. "Those monsters were created by an ancient kind of western magic. They are known as Phantoms."

"Phantoms?" Sakura asked.

"Yes, they are monster's born of the undeveloped magical energy within people with potential for magic. These people are known as Gates."

"The monster that looked liked Kurikara-sensei said something along those lines too." Tomoyo stated.

"It didn't just look like him, Daidoji-san. In life he truly was your teacher Kurikara."

"But how?!" Sakura cried. "I couldn't feel any magical power from him as long as I'd known him. Also, Kurikara-sensei was a truly nice and kind person and teacher. He loved being a…" And then she stopped remembering the Phantom Hellhound's words.

"_He devoted his entire life to teaching. And when he was forced to retire it destroyed him, literally. And from his remains I was born, the Phantom HELL HOUND!"_

"Eriol-kun how does someone become a Phantom?" Though she feared she already knew the answer. Eriol sighed, having feared this part.

"The way a gate becomes a Phantom is by falling into bottomless despair. After that, the magic that sleeps within them will become corrupted and dark and will break free of its vessel, killing the gate in the process."

Tomoyo gasped, but Sakura gripped then ends of her skirt in sorrow. "So Kurikara-sensei is really gone for good."

"Yes, I'm sorry Sakura." Eriol apologized the grieving girl.

"Wait a minute!" Kero called out getting everyone's attention. "That woman from yesterday didn't become a monster."

"That's right. The magician did something and saved her." Tomoyo concurred with Kero's statement.

"Indeed." A smile returned to Hiragizawa's face. "What was born from western magic can also destroy it. And we just so happen to have a modern user of that magic who wields it on both his hands. A man who has the ability to change despair into hope." While Eriol dragged on, catching his audience's attention completely, they didn't notice the red magic portal appear behind them and someone step out.

"_Hello~!" _

"Hoe!" Sakura jumped from her seat as the coy call was spoken directly into her ear. The group turned, finally noticing the mysterious magician had snuck up behind them.

"Thanks for the sweet intro boss." Carter flashed a thumbs up at the grinning sorcerer and took a seat beside the still perplexed gathering.

"You two know each other?" Kero asked shocked.

"Indeed. I was the one asked for his aid when I had gotten wind of the Phantom incursion for Tomoeda. Allow me to introduce…"

"Carter Hughes. 22 years old. Yoroshiku!" He bowed to each of the four in turn.

"So, Yu-sensei is really a sorcerer?" Sakura asked.

"Yes, and he may be our best chance as to keeping this in check." Eriol explained.

"Ah, excuse me for a moment, before we get to deep into this…" Carter held his hands up for pause as he lowered the driver-ring to his buckle.

_Driver on!_

"I finally got off work and I'd like to get out of these stiff clothes as soon as possible." He slipped a new ring onto his finger and held it up to the scanner as well.

_Dress up, please!_

The red magic circle fell over top him once again. However instead of summoning his armor, his smartly dressed work attire was replaced by a more casual black jacket over a red t-shirt and jeans. "Ahh, that's better." He sighed padding down his jacket as he slumped back onto the sofa. "Ahh while we're on the subject of comfort. Would anyone like any tea? How about some cake?" He offered.

"Yes! Cake!" Kero's once suspicious attitude faded away at the thought of sweets. Sakura and Tomoyo chuckled slightly embarrassed that their friend could be manipulated so but nodded as well.

"Coming right up." He slipped another ring down to his buckle.

_Connect, please!_

Another portal appeared beside him and he reached inside, pulling out a square package along with a kitchen knife, a kettle and several dishes and forks.

"I got it this morning so help yourselves." Carter said as he shared the pastry among those gathered. Yue only took the tea.

"Yay cake!" Kero cheered as he dug in.

"How unsightly." Spinel rolled his eyes.

"Ah, I'm sorry. Would you like me to send some over too, Eriol-kun?" Carter offered, put Eriol waved his offer away, to Nakuru's disappointment. "Suit yourself then." Carter quipped before he too cut off a fairly large portion and began digging in himself. "_Umai_~!" He cooed as he wolfed down another bite. "Japanese sweets are the best!"

"Umm." Sakura tried to get the magician's attention between bites. "I wanted to ask you something since yesterday." Carter met her eyes signaling she had his complete attention. "What was it that happened to that woman yesterday and what was it you did that saved her?"

"Ah that." Carter set his plate down and washed his food down with a quick sip of tea. "That woman from yesterday was a gate, as I'm sure you all guessed." They nodded. "When that woman witnessed what appeared to be her daughter's demise she instantly fell into the depths of despair. As Eriol-kun told you, when a gate falls into despair the magical potential within them manifests as a phantom. What I did was enter that woman's under world, a deep part of a human's spirit, and I destroyed the phantom before it could break out into reality and destroy that woman in the process."

"So… in a sense. You also destroyed her magical potential as well." Tomoyo asked scared of the concept.

"An unfortunate side effect but at least she won't have to fear anything from the phantoms anymore." Carter shrugged. "It's slightly better than the alternative."

"And what's that?" Sakura asked curious about what else could happen besides becoming a phantom. Carter looked at her from the corner of his eyes as his face set in slight grimace.

"She'll become a wizard, like me." The room instantly fell silent, it was very clear he disliked this possibility as much as he did the possibility of that woman becoming a phantom.

"Ehh hmm!" Eriol coughed wishing to change the subject. However, Carter waved him off.

"It's best they hear this now." He said sternly. He then turned too Sakura his stern gaze meeting her confused one. "Had that woman become a wizard, then they would have stopped at nothing to make sure she could not be trained in order to fight them or at the very least, they would double their efforts to make certain they got her Phantom."

"Carter." Mizuki begged him to wait but he continued none the less.

"The Phantom's fear no human weapon in this world. None, except the very power that created them."

"Magic." Sakura finished for him which he nodded.

"So you know what that means don't you? If the Phantoms find out about you, they will come for you too. Gate or not, they will fear your power and take measures against you. No one will blame you for wanting to leave this city. I'll help you in explaining to your family. Leave this to me and get yourself and those you love some place safe." He practically begged the last part.

Sakura remained silent for some time as all eyes were on her. She gripped the key around her neck for strength as she lifted her eyes to meet his.

"Yu-sensei, you're very kind aren't you." This immediately deflated the magician as his eyes widened. "You said earlier that that woman may have become a wizard 'like you'. I think this means that you must have faced something horrible yourself but survived and became a wizard. You must have suffered a lot so you wanted to make sure the same doesn't happen to anyone else, am I right?" The fact that he didn't meet her eyes showed he didn't deny her claim. "But, Yu-sensei, even if it would be safer to run away, I could never do it. Knowing that I was safe while the city I've lived in all my life was in serious danger, that would really put me in despair." Her kind smile and willful gaze practically shown like a bright light to the magician who starred in awe at the young girl. "I won't run away. I'll stay and fight too."

Carter looked at the ground for several seconds, before he couldn't hold it in anymore. He started laughing uncontrollably. "_Mataku_! When you said she would impress me you guys weren't kidding!" Carter got to his feet and extended his hand out to his student with a wide grin. "Let's fight together, Sakura Kinimoto-chan! And please call me Yu-kun if you'd like." Sakura stood up as well and happily took her new friends hand.

"Hai! Arigato, Yu-kun!" She smiled as well.

"This is perfect!" Sakura and Carter broke the hand shake as Tomoyo suddenly appeared beside them, video camera in hand. "I got to film the beginning of beautiful new friendship! With this new battle I'll be able to film even more of Sakura's wonderful moments!" Tomoyo cooed in a near faint. The whole room sweat dropped at her display.

"Is she serious?" Carter asked, those gathered only laughed nervously not sure how to give an exact answer.

"Oh, and the clothes! I need to get to work on some new designs. Oh I feel so motivated!"

"Hey you know I'm always up for giving you some great shots!" Kero popped in, striking various poses for Tomoyo who practically ate it up. Carter's familiars also seemed to want to get in on the screen time as they began hovering around and posing with Kero.

"Oh I should introduce you guys." Carter stated as he called his familiars back over to him. "These are my familiars. Garuda…" The red bird chirped happily. "Unicorn…" The blue unicorn familiar neighed and stamped in excitement. "Kraken…" The toy octopus was busy fighting Kero over the camera's spotlight. "And…" Carter paused when he noticed that someone was missing from this gathering. "Now where did he get to?" Carter scanned the room, his guest not sure what he was looking for. "Ah, there you are. Everyone, meet our master craftsman: Golem."

Sakura and those gathered looked to where the magician was gesturing toward, a dresser in the corner of the room, and seeing nothing. "He's a bit shy." Carter explained. "Come on now. Meet some new friends Golem." Still no movement. "Garuda, if you'd please." The red bird nodded and flew over toward the dresser, swiftly ducking behind it. The sounds of struggle could be heard as Garuda seemed to be fighting with something behind the dresser before a small purple shape suddenly came tumbling out only for it to try and hide back behind its wood sanctuary.

"Oh no you don't." Carter quickly scooped up the tiny figure as he held it up for everyone to see. "Once again, meet Golem."

"Aroo roo!" The gorilla like purple toy seemed to squeal when all eyes in the room seemed to fall on it and it quickly attempted to hide behind its master's head as it climbed up to his shoulder.

"Kawaii!" Sakura cooed as she tried to hold a hand out to the shy little familiar. Golem squealed once more before he jumped from Carter's shoulder back onto the floor and plodded away to hide away in some other corner of the lounge.

"Hahhh, the eldest of my familiars is also the most bothersome. Still doesn't know how to deal with new people."

"His skills are incredible though." Eriol added in. "Golem is responsible for making a number of the magic rings that Carter uses, including those of the other familiars."

"So that little guy is the one that made your rings?" Kero inquired, hovering over Carter and marveling over the craftsmanship of the ring on his finger.

"Most of them." Carter answered. "Though I'm well past my years of training I'm still short on spells, or rather rings, to properly manifest my magic. That is until our spectacled friend there hired me on and agreed to supply me with the magic stones Golem needed to make new rings.

"It was no bother." Eriol waved away the compliment. "My memories of being Clow Reed also came with his fancy for the stones. To me they were just trinkets good for collecting only. Speaking of which, Golem has just recently completed a new ring for you."

"Seriously?!" Carter looked excitedly around the lounge until he spied a small stone chest on a nearby stand. He quickly popped it open and marveled at his new ring. "Nice, Golem!" He threw his familiar his usual thumbs up as it suddenly came running around the corner toward him. But it paid no heed to the compliment and instead grabbed at Carter's jeans, frantically pulling. "What's up?"

Golem led the group back toward the door way where Sakura and company had entered. The mirror had returned but as had the magic circle as it flashed rapidly.

"What's wrong?" Sakura asked as Carter suddenly got serious look.

"We got trouble." He quickly dashed back over to the stone chest and pulled out a large glass orb and set it down on the coffee table. The crystal ball's surface started to fog over before an image of the hall of mirrors appeared as it revealed who was waiting behind the secret door."

"Ghouls." Carter growled. Sakura instantly spotted the horned monsters she saw swarming the park yesterday.

"They must have followed us." Yue inquired as he unfolded his wings getting ready for a fight. Carter however placed a hand on his shoulder to stop him.

"Hang on. Let me take care of this." He suggested as he held up his new ring. "I also feel pretty motivated right now. Besides, we might need you to lay low. They've all ready seen me, Keroberos and Sakura in action. Sakura having another guardian they don't know about could become useful to us." Yue could not refute his logic, though he still looked annoyed, but he pulled his wings in anyway.

"Alright, time to get to work." Carter grinned as he slipped a ring onto his finger. This ring looked similar to the ring he used to summon his armor before but this time it was blue with a more diamond like shape. He pushed the switch on his driver down as it lit up.

_Driver on!_

_Shabadoobie touch to henshin! Shabadoobie touch to henshin! Shabadoobie touch to henshin!_

"Henshin!"

_Water, please! Sui, sui, sui, sui!_

A blue magic circle now appeared over head and fell over top of him like droplets of water. The armor was summoned once again, this time however the armor on the helmet and chest was replaced by blue diamonds. Carter sweeped his coat tails back and held up the hand with his water ring. "Saa, showtime daa."

"Good luck." Eriol smiled and waved, confident in the wizards ability.

"Please be careful Yu-kun." Sakura wished him whole heartedly.

_Connect, please!_

"Naturally." He replied and patted her on the head one last time before stepping through the portal he created.

"We can watch from the crystal ball." Spinel explained and the group gathered around the glass orb just as Carter's portal dropped him just behind the ghouls outside the door.

XXXXXXXXXXXXXXXXXXXXXXXXXX

"Yo!" He called out, catching the attention of the spear wielding rock monsters. "Come at me!" He challenged gesturing with his hands. The creatures replied in kind as they leveled their spears and charged at the cocky magician in a stampede of sharp spear points.

_Liquid, please!_

Carter scanned a new ring on his buckle as his body instantly liquefied. The ghouls charged through and began stumbling on each other as their useless spears hit nothing but water. The sentient water then began to swirl to the back of the hall, stopping and retaking shape just at the foot of the secret door.

"Surf's up!" He quipped and scanned yet another ring over his driver.

_Defend, please!_

A wall of water suddenly rose from the ground at the wizards command and with a wave of his hand, came crashing down as a mighty tidal wave, washing the helpless ghouls out of the hall and back into the amusement park.

"First we wash, now we dry." Carter scanned the ruby red ring over his buckle this time as the red magic circle appeared over him.

_Fire, please. Hi! Hi! Hi hi hi!_

Now donning his red armor once again, the magician dashed out of the hall of mirrors to find the amusement park empty save for the group of ghouls sprawled out on the concrete after their sudden rinse cycle. They quickly picked themselves back up and surrounded the wizard with their pikes poised.

"That's the spirit!" A jolly chuckle in his voice, Carter then took a low, spread leg stance as the red magic circle appeared on the ground beneath his boots. The monsters stabbed as one but Carter, his boots instantly ablaze, jumped at the nearest one, smashing the toe of his blazing foot into its chin with a somersault kick. He then twisted in midair, catching the two ghouls behind him with a double heel kick to their skulls that floored them as well. He then rolled back to his feet and caught another ghoul with a reverse round house and then struck the last with the follow up.

"Fui." Carter sighed, extinguishing his boots as the downed ghouls exploded from the fiery assault, their bodies shattering into stone fragments.

"Not bad, for a human." Carter quickly turned at the voice just as an explosion struck at his feet, busting through the concrete and sending him flying back.

XXXXXXXXXXXXXXXXXXXXXXXX

"Is that a Phantom?" Yue asked as the monster appeared in the globes face.

"Looks like it but it's different from the one from yesterday." Kero answered.

"It's stronger than that Hellhound too." Eriol stated. 'What will you do Carter?' Eriol thought to himself expectantly.

XXXXXXXXXXXXXXXXXXXXX

Carter was immediately lifted to his feet from his collar by the hulking Phantom. Its body was light blue with the curved horns of a bull and a tufted tail that matched. "The name's Minotaur." The Phantom proclaimed as he violently tossed Carter to the side and summoned a steel halberd to his hands. "I was sent out to eliminate some pesky magicians that took out Hellhound and cost us a gate. You know anything about that?" He asked nonchalantly as he raised his halberd to strike.

"Can't say I do." Carter immediately rolled to the side as the axe-head split the ground where his head had been seconds ago. 'This guy's a real bruiser.' Carter thought to himself as he freed his own blade from a portal he summoned to his side. He cartwheeled over the halberds low swipe and countered with a slash of his own across Minotaur's chest. The beast reeled but did not falter as it summoned another massive fire ball to its free hand.

_Defend!_

The phantom loosed the massive ball of energy just as Carter scanned his defense ring over the scanner once again. A dome of pure heat surrounded him just as the projectile impacted causing both fire spells to cancel each other out.

"Fighting fire with fire isn't getting me anywhere." Carter speculated as he pulled out another ring to replace the red one on his finger. This one was bright yellow and its jewel was crafted into a square shape. "I need a power type to fight a power type."

_Land, Please! Dododo, dododon. Don dododon!_

_**(Hit the music! Bgm: Strength of the Earth.)**_

The ground began to rumble as the yellow circle rose up from Carter's feet and changed the red parts of his armor bright yellow. His helmet now had a square amber like face and heavy yellow armor across his chest.

"It doesn't matter what color you change your outfit. I'm still going to pulverize that shiny head of yours!" Minotaur charged with the spear tip of his halberd leading. Carter set his feet and pulled back with his blade, lining up for a lunge. Just as Minotaur was inches from skewering him he stabbed forward, his sword-gun splintering the medal halberd and rushing forward to strike the Phantom, square in the chest, and sending him flying back. Carter pulled back, twirling his blade end over end through his fingers.

"Urgh! Dammit!" Minotaur cursed as Carter pulled two last rings from his chain.

"Time to break in that new ring." He quipped as he scanned the first ring.

_Cho ine! Kick Strike! SAIKOU!_

Carter set his foot out as the yellow magic circle appeared beneath his boot and filled it with bright yellow energy as a miniature dust devil wrapped around his heel. In response, Minotaur quickly got back to his feet and howled at the top of his lungs, prompting his horns to grow to twice their size. He got on all fours and started pawing the ground like a bull, angry huffs filtering from his nostrils.

Carter broke into a cartwheel and from a handstand, leaped into the air as Minotaur broke into a full run and leaped after him, horns leading. Carter dived in a flying side kick as the dust and rumble began to build around his feet. Just as the two were inches from colliding Carter scanned his last ring.

_Drill, please!_

"Finale!" Carter called as he began to rotate rapidly, his dust devil covered boot changing into a spinning drill bit. The drill kick instantly shattered Minotaur's horns and blasted straight through the mortified Phantom. Carter skidded to halt as he landed just as Minotaur followed his ghouls and exploded, leaving no trace of the monster.

"Fui." Carter sighed once more as he canceled his transformation. He looked over the damaged amusement park, slightly disappointed that such a fun looking place had been thrashed by their battle. "Guess we need to hide that door somewhere else."

**Done! God this was a long one. But I just had so much to explain, so many characters to introduce and a battle scene so as not you bore you guys. But, considering how I'm not fond of how Kamen Rider battles can last two episodes lately, this might not be last time I do this. So anyway…say hello to our hero of this fic: Carter Hughes, soon to be Kamen Rider Wizard (in name finally, since constantly calling him "the magician" was getting on my nerves). Also you'll all notice that bgm note earlier, in my previous work I would type out the lyrics of a song but after reading the new guidelines I'm not gonna risk doing that anymore so I hope you'll still click over to U-tube and listen while reading. I'll try to update same time next week, till then!**


	4. Wizard, the Orphanage and a Hurricane

**Chapter 3: Wizard, the orphanage and a Hurricane.**

"_Uuuuummmmaaaaii_~!" Trotting happily down the mid-Sunday morning sidewalk and with several fresh boxes of sugary confessions in hand, Carter Hughes had not a care in the world as he stuffed another Manju into his mouth. "Japanese sweets are the best!" He practically cried out hysterically, causing many more passer-by's to give him odd looks. But he paid them no mind. He had waited since dawn for the sweets shop to open and he made sure he was stocked on their special _Akebono_ Manjus.

"I may have bought too many though. What do you think, Uni?" Ever the faithful familiar, Unicorn jogged beside his master, not overly concerned about Carter's weakness for treats. "Ah well." Carter smiled as he placed the half eaten treat back into the box. "We can always share the rest with Sakura-chan and Tomoyo-chan. I'm sure Keroberos can help us finish off most of these too." Carter looked around, making sure no one was watching. "Looks all clear." Carter pulled his **Connect **ring from his pocket, preparing to drop off his pastries at his apartment, when he heard a harsh call from down the street.

"This is the third time you've given us the same excuse!"

"What have we here?" Drawn by the loud tirade Carter popped his head around a corner high wall. What he saw was a building two stories tall with a very small yard equipped with a humble playground. "A school?" Carter inquired to no one in particular. He then noticed the sign hanging from the gate he happened to be spying from behind. It read: Tsukimine Orphanage.

"Please understand. I don't know how this is happening but I promise we have been sending in our payments." Carter then spied the source of the disturbance. A hard faced, 20-something year old man in a dark suit was staring down a cowering young woman in what appeared to be shrine maiden clothes. The woman had long dark hair pulled together at the base by a red ribbon. She attempted to cover what appeared to be a small gathering of children who must have also been drawn by the angry man's shouts.

"Hmm. Could this be one of those Yakuza shakedowns?" Carter placed his Manju down while he contemplated this. Unicorn tilted its head the side in contemplation of his actions. "Yosh!" Carter nodded, mostly to himself, in some kind of decision. "Alright then. My path is clear." He gripped his arm and twisted it experimentally. "I'll beat down that thug, save the orphanage, and win the heart of that beautiful damsel." He played the whole, albeit childishly rendered, plan over in his head and it seemed sound. "Just like Kazuma Kiryu would have done." His mind was mentally prepared for a brawl and just as he was about to make his heroic entrance from behind his hiding spot, a blue blur passed through his legs. "Eh?"

"Aaauuugh!" The big man called out in shock as a sharp prod hit his backside. He swiped behind him and only hit empty air. Another sharp pain hit his thigh. The man was forced to dance around as the whizzing blue form poked and prodded at him from all sides. The woman could not comprehend what was happening but the children laughed hysterically at the once frightening thug now hopping about like a mad man.

"I don't know what kind of bug problems you've got lady but I'm done with this! You got one more chance! And you better pay up in full!" The man declared as he retreated from the yard, not noticing Carter who slumped behind the gate, his big moment stolen.

"Not cool, Uni."

Unicorn , ever the righteous warriors of all his brothers, stamped and even snorted in a show of triumphant aggression. He soon found himself surrounded by the clapping children, who stared bewildered by the courageous toy-like familiar.

"Umm." Carter looked up his face still dejected. Though he immediately perked up when he saw the angelic face starring down at him in curiosity.

"Ah hello there!" He instantly jumped to his feet and took a more composed pose leaning against the wall. "I couldn't help but notice that struggle from earlier and my courageous familiar took it upon himself to step in-"

"If you're looking for money as thanks then you're out of luck." The woman instantly turned her back on him causing him to slip off the wall in shock.

"Whoa whoa! Easy, I'm not like those money grubbing Yakuza. I'm just a concerned citizen checking on a disturbance." He half lied, not wanting to admit his dreams of glory were stolen by a toy horse.

"Yakuza?" The maiden turned back in confusion and then she started laughing. "Oh no! You've misunderstood." She tried to explain through giggles. "Though I suppose Goda-san does have one of those kinds of faces, but he's not a Yakuza. He's our bill collector."

Carter smacked his forehead in shame. He let the excitement, not to mention a fair amount of sugar get to his head and now he looked like an idiot.

"Thank you though." The young maiden shook his hand and smiled. "We haven't had much reason to smile around here lately and you, not to mention your little friend has certainly brightened up our day." Carter then noticed that Unicorn had pulled the kids into some form of mob tag as they began to chase him around the yard and grab for him as he floated just out of reach.

"So what's the problem then, money troubles?" Carter asked as the young woman, who introduced herself as Kotone Okumura, invited him to sit while the kids played. Kotone looked down in sorrow as she hooked her fingers together.

"Unfortunately, yes. Starting several months ago, the bank has been sending men to inform us that we haven't been paying our bills though I actually remember going to the bank each time to pay. At this rate, they might shut us down." She looked like she was on the verge of tears.

"Yeesh, looks like you need these more than I do." Carter handed her one of the yellow and orange pastries while he himself bit into one of his own. Kotone did not recall him having brought those in with him.

"Where did these come from?" She asked as she accepted the manju graciously.

"Magic." Carter stated nonchalantly.

"Magic?" And Kotone giggled again. "So are you some kind of magician?"

"Indeed." Carter wiped the crumbs from his jeans and whistled for his familiar. "And a true magician has two rules: Never reveal your secrets." He held up a finger and placed a hand to his buckler.

_Connect, please!_

Kotone jumped back in shock as the red portal appeared beside her and several boxes of manju fell from it to land beside the shocked woman. "And they always protect the hope of others." He bowed and jogged out of the orphanage gate, Unicorn right behind him. The children waved their new friend goodbye sad that the cute little horse had to go. Kotone starred puzzled after the strange man and looked at the boxes of treats he had left behind. She looked them over and noticed they were all the same type of manju. Each was yellow with an orange base and had the same kanji burned atop them.

"_Akebono_." She read aloud and smiled. "Dawn. A new day. A hopeful word indeed."

XXXXXXXXXXXXXXXXXXXXXXXXXX

"So…explain to me why we're helping you do this again." Kero grumbled as he, along with Sakura and Tomoyo were helping Carter scope out the bank entrance from a café across the street. Carter was leisurely drinking from a cup of tea and waved him down.

"Now, now. As a wizard it's my duty to protect the hopes of those who find themselves lacking. Now I checked in at the bank and found out the name of the man who usually handles the deposits from the orphanage is a guy called Nishiki Terumi. They said we couldn't miss him, since he wears a clean white suit everyday to work. They also said he's kind of an eccentric."

"Oh, I see." Sakura spoke up from behind her binoculars. "Yu-kun must think this Nishiki man is a Phantom since he's connected to the Gate's situation."

"Uh…well." Carter set down his tea and put on an innocent face. "I honestly have no idea of knowing if she's a Gate or not." His three companions blinked before anger marks formed on their brows and their eyes threw daggers their elder's way.

"So let me get this straight." Kero started, puffs of fire escaping through his jaws as he talked. "You dragged us out with you on a Sunday just so you could help your chances of attracting a girl. Am I right?"

Carter threw up his hands in apology and sweat dropped at the glares practically stabbing through him. "Well…there is the possibility. I mean money doesn't just disappear after it's been passed from one person to another. At the very least you have to admit this is suspicious."

"Then you should leave it to the police." Tomoyo said as she grabbed her bag and walked away in a huff.

"Sorry Yu-kun." Sakura apologized but had no intention of staying and left as well, Kero right behind her.

"Well, that could have gone better." Carter muttered, feeling utterly low for being abandoned by his so-called friends. But just then, he saw what had to be his target waltzing down the street toward the bank.

"_Ohayo gozaimasu_!" The middle age man in a spot less white suit called cheerily to everyone he passed by. He walked with lightness in his steps that made it seem like he was weightless. A wide grin was splayed across his face as he entered his place of employment; i.e., the bank.

"Guess that's our man." Carter said as he paid his bill, as well as his friends, and crossed the street and followed the man in.

"Excuse me." Carter caught up to the man as he was headed to his work station.

"Ah, good morning sir! How might I help you this fine day?

"Is your name Nishiki?" Carter asked which the man bowed to, still smiling.

"Indeed. Terumi Nishiki, at your service sir." The man was certainly polite which Carter supposed must have answered why his colleagues described him as eccentric.

"I'm here representing Ms. Okumura of the Tsukimine Orphanage. I've been told that you are the one who normally handles the deposits for their expenses."

Nishiki held his chin in thought for a moment. "Ah, Kotone-san!" He then realized. "Yes indeed. I have handled the money, paper work, etc of that precious little place for many years. Even before Kotone-san took over."

"Well, as it stands." Carter began. "It seems that this bank has been sending the orphanage threats of foreclosure for some time now. Saying Kotone-chan hasn't been paying for several months, though she's told me that she has indeed been paying. And then most likely letting you handle it." Carter stated, not without a little hint of an accusation.

"That is very unfortunate." Nishiki said as he placed a hand over his heart and bowed his head in a show of remorse. "But I unfortunately have not received any deposits from the young miss and was forced to inform my superiors of the Tsukimine Orphanage's transgression. So unfortunate indeed for Kotone-san. She's spent her whole life in that quaint little house didn't you know?"

Carter lifted his brow not following why the banker was bringing this up, however it did explain her devotion to the humble home.

"Yes, that girl must have spent her entire childhood there." The man continued to monologue. "That foster home was previously opened and run by a kindly old miko who wished to provide warm beds, food and clothes for less fortunate children, and among them was our dear Ms. Kotone. How she loved the old mother so I hear. Always at her side like a devoted daughter. Always looking out for the children whenever the miko wasn't able." He then started to tear up. "And when the old woman passed away..." He reached into his jacket pocket and pulled out a clean white hankie and blew into it. "Oh, and the kindly lass. Such love in her heart for her adopted home and mother, took it upon herself to provide for and protect the orphanage her guardian loved so dearly." He blew more profusely into the tissue. "Ah forgive me." He apologized, wiping tears from his eyes. "It's such a heart warming tale, it brings a tear to your eye."

"You... seem to know a lot about her." Carter pointed out, slightly uncomfortable by the fact that others were watching him talk with this man who had just burst into tears in public.

"Well, it's only what I've heard from my predecessors. And it's such an enduring tale. What I wouldn't give to have met the kind old mother that dear Kotone-san loved so much."

Carter grinned and placed his hands into his pockets. "That's funny. I thought you said you were the one who handled the deposits for the orphanage since before Kotone-chan took over?"

Nishiki's eyes widened for only a second as his smile fell away. "Ah, that was merely an exaggeration, I get so caught up in my work that I tend to use flare just a little to often. It's led to some rather embarrassing moments." He explained.

"Yeah sure." Carter then pulled the bottom of his jacket to the side, revealing his driver for the shocked banker to see. "You can't fool me, Phantom. I could sense your corrupted mana the moment I caught up to you."

The banker stood there a moment locking eyes with his accuser. Keeping his refined demeanor, he replaced the white cloth back into his pocket and wrung a hand through his slick back hair. "How I deplore violence."

Carter's eyes widened as the banker's body exploded into a cloud of violet smoke. Nishiki's colleagues as well as the several bank go-ers that were present screamed as the smoke filtered throughout the room. Carter covered his mouth from the smoke screen and reached for one of his rings. Suddenly, a hand escaped from the smoke and grasped him about the throat. Carter struggled as he was suddenly lifted from ground as the Phantom flew out the bank door, him in tow. They flew higher and higher over the city, Carter still vainly trying to break free of his captor.

"You could have lived longer if you had just stayed out of it." Nishiki stated now fully emerged as his true phantom appearance. His body was a dark black with red markings and silver armor that had a design based on a blonde braid on the chest. His head was covered by a metallic helmet that possessed a horn pointing back from the top and twin wing like extensions on the sides. He was being carried aloft on a pair of metal, bird like wings. "I had hoped I could avoid a useless display of power and drive that girl to despair through "legal" methods but I can't have you ruining my plan. And with our little display in their, I may need to accelerate my plans before the bank realizes my foul play."

"You're certainly an eccentric." Carter spat as he continued to struggle. "Even for a Phantom."

"Hmph. I had expected the ring-bearing magician who defeated Hellhound and Minotaur would have put up more of a fight." The phantom quipped slightly lessening his grip on Carter's throat as they had reached a fairly great height.

'Ring-bearing magician. What a lame title.' Carter grumbled to himself as he struggled to get one of his rings free of his pocket.

"But it matters not. Soon you will be only a messy memory on the pavement and I, Phantom Valkyrie, will have destroyed that girl's hope. Goodbye." He suudenly released his grip entirely as Carter went tumbling through the air.

"Ah crap!" Carter howled as the wind howled in his ears and the ground was quickly rising to meet him. He was finally able to get the ring he needed but just as he was about to slip it onto his finger it flew from his grip, flying just out of reach of his finger tips. "Oh can anything else go wrong?!" He exclaimed as he attempted to flap his arms like bird wings in an attempt to gain enough altitude to grab his ring, but of course, the human body doesn't work that way. "Am I gonna die here?" He pondered in mix belief as slowly, the city didn't seem so far away anymore.

**"Float!"** A cry suddenly cut through the air as Carter finally hit; not concrete, no that was still several thousand feet down, but a soft, pillow like pink cushion with wings that gently softened his descent. "Yu-kun, daijobu?" Now flying on wings of her own, Sakura flew level with the heavily breathing magician who smiled in thanks.

"Ah, arigato naa, Sakura-chan." He threw her a thumbs up and shifted his position on the **Float** to a sitting position. "You haven't happened to have seen one of my rings have you?"

"Looking for this?" Tomoyo, now riding on the fully transformed Keroberos, held up the green mask ring for Carter to see.

"Tomoyo-chan, _NISU_!" Carter thanked as Tomoyo tossed him the ring. He slipped it back onto his finger and activated his driver.

_Driver on! Shabadoobie touch to henshin._

"Gomen, Yu-kun." Sakura apologized sullen faced. "We should have trusted you on this." Tomoyo and Kero shared her guilt. Carter only smiled again and reached up and ruffled both girl's hair and scratched Kero behind the ear.

"Don't sweat it." He said. "I wasn't really expecting a Phantom anyway. Plus, its nice to know I can depend on you guys to bail me out of a jam." He placed the green ring to his buckle and stood up. "Now just leave the hard part to me." The three cried out in shock as he suddenly stepped off the **Float**, his hand finally leaving his buckle as he began to free fall again. "Henshin!"

_Hurricane, please! Fu-fu! Fu-fu-fu-fu!_

Carter's body flew through the green magic circle as the hurricane force winds wrapped about his body and carried him back up to meet his friends. The winds subsided slightly to reveal his new green gem lined armor, this time the mask was a green emerald shaped into an upside down triangle.

"Saa, Showtime daa!" Carter saluted his friends as the gale surrounding him sent him soaring after Valkyrie who was already on his way to the Tsukimine Orphanage.

XXXXXXXXXXXXXXXXXXXXXXXXXX

"So, do you all like the sweets the nice man left?" Kotone asked the smiling group of children.

"HAI!" They all shouted as one, the corners of their grins caked in yellow powder.

"Well then we need to make sure to thank him the next time we see him." Kotone gathered up the empty boxes, content that the kids had eaten all of the manju's. She then lifted up her own treat and smiled once again at the word burned into the side of the treat. "_Akebono". _She knew then that she had to make a decision and put this "new day" to good use. "Could some one run in and get the phone for me?" She asked as she was busy wiping the faces of her young charges.

"I'll get it!" One of the older boys volunteered, quickly finishing his snack and rushing inside. Kotone smiled after him and his enthusiasm, remembering her own childhood and how she was always ready to help the old miko whenever possible. Her reminiscing was suddenly cut short by a rapping on the gate.

"Okumura-san." Smiling, the banker Nishiki waved for Kotone's attention.

"Nishiki-san, this is an unexpected visit." Kotone greeted as she unlocked the gate.

"Oh, I just wanted to come down and explain how awful I feel about this whole thing." He bowed rapidly. "If I had only been able to better convince my superiors to give you just a little more time. I wished they only had as much faith in you as I have." He exclaimed grasping the young woman's hand in his own.

"Well it's nice of you to say so." Kotone sweat dropped with embarrassment, not entirely used to the exaggerative behavior of the banker.

"And to think you spent your whole life in this place. It must be incredibly tragic to be separated from it so." The banker covered his mouth as if to hold back a whimper. Kotone's eyes seemed to glaze over as she looked to the old building with a look of pure melancholy.

"Yes, I would be truly sad to be away from this place. But..."  
"That's all I needed to hear." Kotone's thought was cut short as Nishiki pulled away from her, a devilish grin on her face. "It's clear now what I must do in order to make you fall into despair." With a maniacal cackle, the banker Nishiki instantly changed into the silver armored Phantom, Valkyrie.

"Ba-bakemono?!" Kotone fell back in terror as the spear wielding creature stood maliciously over her.

"I had hope to do this painlessly by simply withholding your deposits but I grow tired of this farce. So I will simply destroy that what you love most and send you wailing into beautiful despair." Valkyrie raised a hand to his crest as green light built behind it. And with a cackle even louder than the last he unleashed a hail of green energy needles that impacted against the front of Tsukimine, exploding and set the house ablaze.

"Our home!" One of the girls cried as she attempted to rush toward their sanctuary, hoping to save it in some way.

"Wait! It's too dangerous!" Kotone grabbed the scrambling child and pulled her back, while at the same time trying to keep the other children from running as well.

"What's this?" Valkyrie held a finger to its chin in perplexion. "Why do you not cry out? Why do you not crumble in sorrow? Don't you love this house more than anything?" The Phantom could not understand how his plan had fallen flat.

"That doesn't matter right now. I have to protect the children!" She cried aloud as tears welled in her eyes.

"So those brats are more important to you are they?" Valkyrie then readied his pike and leveled it threateningly. Kotone moved to cover the children and put herself between them and the murderous Valkyrie. But the burning air was suddenly cut through by a cry coming from the house.

"HELP! I can't see! There's so much smoke!" Kotone suddenly remembered the boy who had gone in side and not come back.

"Ryoma!" She cried out in horror as more smoke and fire filtered even from the top windows. She fell to her knees in sadness as the children around her called out their friends name. "Somebody please! Save Ryoma!" The Phantom however cackled away.

"Ahahahaha! This is priceless! Soon the girl will fall into despair and I don't even have to do anythi-!" His gloating was cut short as a broad, black suited figure rushed the door way.

"Huuuurrrryaaaaah!"

"Goda-san?!" Kotone instantly lifted her head as the big man kicked the door down, and after covering his mouth with the bottom of his shirt he rushed inside toward the waiting smoke and flames.

"Damn that buffoon!" Valkyrie cried in outrage as he lifted his spear to give chase. His charge was instantly halted by a hail of gunfire.

"Not so fast!" Carter touched down in the smoke filled yard, his sword-gun in hand. "That dude with the ugly mug decided to brave those flames to save a kid. You think I'm gonna let you spoil his big moment?" He then grimaced, remembering how just this morning he had to surrender another moment to a toy horse. 'Ah, the hell with it!' He thought as he switched his weapon to sword mode and charged at the Phantom who reacted in kind. They both took to the air as their weapons clashed, sending more sparks flying.

"You just don't know when to quit do you? Ring-bearing magician?" Valkyrie rapidly stabbed with his pike forcing Carter to switch to defensive tactics as he parried away each thrust with the side of his blade.

'Again with that lame name?' Carter groaned internally as he finally managed to gain some altitude on his opponent and release his winds. He plummeted, his blade leading. "Haaaaahhh!" Valkyrie attempted to block the powerful stroke but it was too no avail as the spear was bisected and the blade crashed down atop him sending him reeling back down to Earth. Carter landed a few yards away and held his sword at the ready, expecting a counter attack. His wished was granted as the Phantom cursed and lifted a hand to his crest again, even more energy building this time.

"Not good!" Carter then realized that he was standing directly in front of Kotone and the kids. He held his arms out wide just as Valkyrie unleashed an even more powerful spray of needles. The needles exploded across his already light chest armor and practically forced him to a knee.

"Rider!" One of the children suddenly started calling out and soon all of the others started as well. "_Ganbatte! Kamen Rider!"_

_"Get up Rider!"_

_"Please help Mr. Goda save Ryoma!_

_"Kamen Rider!"_

'Kamen Rider'. Carter leaned on his sword as the children continued to call out to him. 'So they have me mixed up for that old urban legend huh.' He grinned behind his helmet and rose up to his feet once more, to the happy cheers of the kids. "It's not half bad." He muttered as he sweeped his coat tails back and raised his ring hand up in a show of challenge. Valkyrie growled in disbelief at the stubborn magician's display.

"Who the hell do you think you are?!" He cried in outrage.

"The magician who turns despair into hope. Kamen rider Wizard. Remember that!" He spat back.

"Kamen Rider? What is this farce?!" Valkyrie spat as he readied yet another blast.

"I don't think so!" Wizard quickly passed a ring over the scanner.

_Extend, please!_

His arm suddenly extended outward as his hand latched onto Valkyrie's leg. The wizard tugged and forced the foot off the ground and sending the Phantom tumbling onto his back and sending his useless attack to fly skyward.

The door to the orphanage suddenly flew open once again as Goda rushed out covered in soot but not badly burned and a child sized bundle wrapped in his jacket in his arms. Kotone and the children rushed to his side as the exhausted man fell to his knees. Kotone unwrapped the jacket to find the young Ryoma breathing hard but uninjured. Tears welled up in the young woman's eyes as she held her young charge close and thanked the large man extensively. He nodded still trying to catch his breath but then he saw that the murderous Valkyrie was starting to get back to his feet. Goda breathed in as much air as he could and bellowed at the top of his lungs.

**"Finish him!"**

Carter didn't need to be told twice as he opened the hand scanner on his sword and placed the Hurricane ring in the scanner.

_C'mon slash shake hands. Hurricane, Slash Strike! Fu-fu-fu! _

"Finale!" Carter slashed upward with his sword-gun, sending a gale of slashing wind blades soaring toward the slowly recovering Valkyrie. The Phantom was just about to take to the air again however the first of the slash blast had already hit and sliced off his wings and the last bisected the wailing Phantom as he cried out. "How mortifying!" And exploded instantly.

"Fui." Carter sighed in relief though his muscles ached from the punishment. He watched as the children huddled around Ryoma and his savior the blushing Goda. Kotone then grasped the shocked man's face and pulled him down to plant a kiss on his cheek which made him blush harder. The forgotten magician sighed and then shrugged in acceptance. "And the magician leaves cooly."

_Connect, please!_

He summoned his motorcycle, the Machine Winger, and kicked off, preparing to leave through the same portal he summoned his bike from.

"Mahousukai-san!" Carter stopped mid rev as Kotone's voice called out to him but he did not turn around.

"Arigato! Kamen Rider!" The children's cheers suddenly overlapped Kotone's as their calls rang out down the street. Wizard sat motionless on his bike, listening as the cheers rose to a chorus. "RIDER!"

He turned around in his seat and nodded, holding up a fist in proud recognition. He was... a Kamen Rider.

**Insert Kamen Rider ZO theme and scene! Man, this chapter was every where. I am entirely new to this style of story telling where every fight has to actually have deeper meaning but that's what I have to accept wanting to write a Kamen Rider fic. So yeah, this was a Carter centered chapter for once and from now on I can finally call him Kamen Rider Wizard. Next time, I hope to finally reveal Carter and Sakura's tag team as well as an original Phantom by me to act as one of the upper class enemies for this story. Till then!**

**(I've been forgetting these)**

**I do not own Kamen Rider.**

**I do not own Cardcaptor Sakura.**

**I do not own the song Strength of the Earth.**

**And that scene at the end I hope is considered homage instead of ripped off.**


	5. Wizard, Sakura and Carter's Rival

**Okay, so last chapter was a bit "drab" but what can I do I'm still new to writing Kamen Rider, not mention cross-over, fics. So, as I said before this chapter is about finally introducing Sakura's and Wizard's combination in combat and I'm certain by now a lot of you probably have a good idea about where my inspiration for where this team-up truly came from.**

**Chapter 4: Wizard, Sakura and Carter's Rival**

"Welcome, Sakura-sama!" Sakura sweat dropped as she was instantly flanked on all sides by the many maids and body guards of the Daidoji estate. She never could get used to how Tomoyo's mother ordered the help treat her just like royalty.

"I-it's nice to see you all again." She bowed in turn to the group and then she was blindsided into a smothering hug.

"Sakura-chan! It's so good of you to visit!" Tomoyo's mother, Sonomi, cooed as she held Sakura close to her chest. "Please stay as long as you like."

"Thank… you, Sonomi-san." Sakura managed to get out.

"Now, now Mother." Tomoyo finally managed to separate her mother from Sakura. "You don't need to smother Sakura-chan so tightly every time she comes over." Sonomi blushed at how her own daughter had begun to scold her.

"Ri-right! Okay girls you go enjoy yourselves, I have work to do."

"Hai!" The two said as Tomoyo lead Sakura to her studio. "Oh, also we may be expecting another guest so please show him in if he drops by." Tomoyo asked one of the maids who bowed in understanding.

XXXXXXXXXXXXXXXXXXXX

"Ahh! Finally!" Kero gasped as he freed himself from Sakura's bag. "It's always so tense trying to get into this place." He immediately sweat dropped as Sakura did when he noticed how Tomoyo was desperately holding onto Sakura just as her mother had.

"I'm sorry I just couldn't stand it." Tomoyo explained as her eyes literally began to sparkle with expectation. "It's been so long since you've come here to try on clothes. Ah! It's so nostalgic!"

"Tomoyo-chan it's only been two years!" The card mistress had more trouble getting away from her best friend than she did from Sonomi.

"Oh! Are these the clothes?" Kero suddenly flew toward the back of the tiny studio where a newly assembled costume was displayed on a wire frame model. "Hey, isn't this the mask that Sakura used for that play years ago?" Kero noticed.

"Indeed. I predict that Sakura will have to fight much more public battles than in the past. So, a mask seemed a necessity." Tomoyo explained marveling over how this would look on her favorite model and best friend.

"Speaking of mask, when's that whatever Rider gonna get here?" Kero asked.

"I asked Yu-kun if he wanted to come too but he said that would be difficult, but he would find a way to let himself in some way." Sakura explained.

"Well he'll have to make due until the premier of this costume because I can't wait. Hurry and try it on!" Tomoyo suddenly began pulling the various components of the costume off the model and handing them to Sakura, all the while shoving her into a changing booth. "I'll get my camera while you get changed. I can't wait!" Tomoyo cooed once more after slamming the curtain to the booth.

"Geez, Tomoyo-chan." Sakura sighed. She looked over the bundle in her hand and smile. "I guess I missed this a little bit too." She admitted to herself. She hung the many components to the outfit on hooks and hangers that had been provided inside the booth. She had just slipped out of her burgundy school jacket and was unbuttoning her white undershirt when she heard a quiet cough.

"Umm…you don't wanna do that." She looked toward the source of the soft voice and she noticed a tiny figure standing in the corner of the booth, a soft pink flush on his cheeks and giving her the most innocent wave he could muster.

"HOOOOOOEEEEEEE!"

"Sakura what's wrong?!" Tomoyo came rushing back into the studio at the sound of Sakura's cry. A small contingent of body guards had come with her. There was no movement from the booth until Sakura poked her head out from the curtain wearing an embarrassed smile.

"Sorry about that. A cockroach had gotten back here but don't worry I squished it." And she instantly tucked her head back inside. The guards looked to each other confused but conceded, muttering to themselves about increasing the security against pest as they left. Sakura immediately came back out of the booth, fully clothed and a small figure hanging from her pinched fingers.

"Squished… is an understatement." The tiny, not to mention pulverized, Carter said. "I believe curb-stomped is a better word." Sakura dropped the broken man onto the nearby couch where he immediately grew back to full size.

"What were you doing in there?" Kero demanded.

"Definitely not what you think I was doing." Carter shot back as he slipped his _Small _ring back into his jacket. "I had to hide somewhere. Have you seen the security in this place?" Carter explained.

"But why did you need to sneak in to begin with?" Tomoyo asked with an up raised brow. "We could have simply invited you in."

Carter brushed down his wrinkled jacket and gave the girls a wry look. "Listen, it's not that I don't appreciate you girls' friendship. But I've got to preserve some kind of image around here as an upstanding teacher. And I doubt too many parents are going to appreciate knowing that their kids' new foreigner teacher actively and unprofessionally intermingles with his under-age pupils."

"That's what you say but considering what just happened." Kero argued with a grin, feeling he had just found some juicy dirt on their new friend.

"Oi! Don't even think about it! I've got a sister their age, I ain't no bloody perv!" Clearly upset that he was being accused, Carter seamlessly switched from Japanese to his more natural English dialect which was also heavily accented. Tomoyo and Sakura were just barely able to understand his tirade.

"Okay, okay." Sakura attempted to pull the two apart. "We don't need to give the security another reason to come in here, do we?" The Carter looked to the girl who smiled in forgiveness to which he sighed and leaned back on the sofa, making himself comfy. His eyes then veered toward the nearby coffee table where he spotted today's newspaper.

"Well what do you know?" He said as he scanned the front page excitedly. "The front page is about me!" He turned the newspaper around so that his friends could read the main article.

"**Local children's home saved by an urban legend made real**." Tomoyo read the headline. Just beneath it was a picture of the burned down Tsukimine Orphanage where Kotone, along with the bank collector Goda and the children of the home were standing in front of the demolished building but looking rather happy despite the destruction behind them. Several of the children were even posing, their arms pointed at odd angles and smiles on their faces.

"That reminds me, have you heard from Kotone-san?" Sakura asked to which Carter nodded.

"I saw her just the other day, I even helped them dig through the debris and salvage what ever of the children's belonging's that may have survived." He then pulled down the sleeves of his jacket to show how his hands and arms still had black stains on them from handling the burnt wood.

"So what's that miko gonna do now?" Kero asked curious as to how those kids were gonna be without a home.

"Goda, explained most of the situation to me. The official report is 'that a long time bank employee had been dipping into the deposits made by the orphanage and was reporting them as late to throw the heat off himself.' The bank refunded the orphanage all the deposits they had made in the last few months, with an "apology" of course." Carter winked, implying that apology must've been fairly generous. "So Kotone decided to use the extra money to restore an older home away from Tomoeda and they should be moving into it within the week."

"So, now that she's moving away from Tomoeda, the Phantoms won't target her anymore." Sakura guessed to which Carter nodded. "Thank goodness." She sighed. "At least she didn't have to go through falling into despair. I don't want to imagine what that's like."

"Oh yeah!" Kero suddenly jumped up and hovered directly in Carter's face. "You said these gates that are being targeted could become wizards like you right, Rider?" Carter blinked not knowing where he was going with this. "So you must have almost fallen into despair yourself right?" Sakura and Tomoyo both stared wide eyed at Kero's brash question. Carter's expression was like stone, his eyes covered by his bangs. "So how'd it happen anywa-!" Sakura quickly covered his mouth and pulled him back.

"Kero!" Sakura hissed at him to be silent, putting a finger to her mouth. She then turned to see Carter was standing once again, his face still a mask to them. He began walking away, his hands in his pockets. Though, instead of angrily leaving the studio through the door, he actually walked toward a door sized set of windows leading out into the mansion's garden. He opened one of the windows, allowing a small red form to flutter in.

"Garu-chan!" Sakura recognized as the Pla-monster tweeted in happiness at seeing Sakura again. He then lighted into Carter's outstretched hand where he seemed to start chirping urgently.

"Well, duty calls." Carter lifted his head toward them, his familiar smile greeting them as he opened the window wide enough for him to jump from.

"Ah, wait Yu-kun!" Sakura's call stopped him mid-bound. "I want to come to! I don't want to stand on the side lines anymore." Her earnest declaration forced him to pull back from the window in thought. He sighed once more.

"If you insist." He then opened his jacket, revealing the hand-shaped buckle on his belt. He placed the _Driver _ring up to the scanner.

_Driver on!_

_Unicorn! Please._

His second ring summoned what looked like a model set which immediately collapsed in on itself and reconfigured into the form of the familiar blue horse Pla-monster. Carter pulled the ring from his finger and set it into the unicorn's chest, prompting it to "whinny" to life.

"Hurry up and get changed, he'll lead you straight to me." Carter explained before finally leaping out the window into the grassy knoll below. He landed in a crouch and immediately passed his _Flame Style _ring across the scanner. "Henshin!"

_Flame! Please! Hi, hi. Hi-hi-hi!_

_Connect, please!_

Kamen Rider Wizard revved his bike, the Machine Winger, and speeded across the garden dodging bushes and plants and finally leaping over the high wall to the street beneath it. His faithful familiar Garuda, leading the way.

"There he goes again." Kero muttered. "I'm starting to think he just enjoys playing hero." He then found himself picked up by the back of his neck and turned around to look into his mistress's stern glare. "Umm…"

"That was very rude." Tomoyo joined in aswell. "Yu-kun hasn't told us about his past yet because it must be painful for him to explain."

"Yu-kun can tell us all about himself when he feels he can. Until then, we shouldn't pry." Sakura dropped the clow guardian back down onto the table and then turned away to head back into the booth where her costume waited, leaving Kero to rub the back of his head in mixed guilt and shame. The newly arrived Unicorn only turned its head in confusion, wondering what he had missed this time.

XXXXXXXXXXXXXXXXXXXXXXX

"Ba-bakemono!" Shrill screams of terror filled the busy intersection as several cars came to a grinding halt at the sight of the winged terror gliding just above their heads. The creature chuckled as his leathery wings brought him to ground level near a group of cowering people.

"Disperse!" He cackled and swiped at a nearby street lamp, sending it crashing at the cowering mobs feet and sending them all sprawling in random directions in order to avoid the debris. The Phantom suddenly pounced upon one of the escapees, gripping him by the shoulders with his talons and flapping furiously back into the air. "Hang on there." The reptilian creature grinned its hook like beak down at the teenage boy who desperately tried to pry the clawed toes from his jacket before he realized they were already several stories up. "It's your lucky day kid!" The blue skinned, horned lizard stated as they finally came to a nominal height. "Old Gargoyle-sama's gonna teach you a lesson personally." The boy suddenly felt the creature's grip loosen on his shoulders. "I'll teach you a lesson about despair in the face of death!" The creature's claws quickly released their burden as the boy started tumbling through the air, eyes widening in terror as the ground rushed up to meet him.

_Big, please!_

"Fui." The teenager opened his previously clamped shut eyes when he realized that the impact didn't come. His eyes widened in shock and confusion when he realized he was lying on a gigantic, black leather covered hand. He followed the gigantic appendage to its source where he noticed that the gigantic arm was stemming from a red, sigil filled circle floating in midair. The hand gently lowered him to ground level and receded back into the magic circle, which faded away as well.

Gargoyle growled in frustration when he too saw the magic circle fade, revealing it owner right behind it. "The ring bearing magician." He spat.

"Kamen Rider." The teenage looked on in shock, having heard rumors and read a witnesses description provided from the article in the newspaper.

"Let me show how a proper instructor does things." Wizard quipped, taking up his sword-gun and aiming the silver barrel at the leather winged beast. "Saa, Showtime daa."

"I've pretty thick headed. You think you can teach me anything!?" The Phantom quipped back as it dive bombed the magician rider. Wizard rolled back, just missing getting his head swiped off by the gargoyle's talons. His finger rapidly bounced on the trigger, sending a spray of silver bullets soaring toward the circling beast.

"Gahh!" Gargoyle took the shining projectiles in the back, ripping up his wings and sending him crashing back down to ground level. Wizard immediately moved in on the down beast, switching his gun to blade mode and preparing to bring it down in a horizontal slash across the Phantom's head. "Not good!" The Phantom quickly righted himself and suddenly went completely still, not making any move to avoid the blow.

_Clang!_

"Yow!" Carter instantly pulled back as his blade bashed against Gargoyle's hide, bouncing off the creature as if he were made of stone. In fact, with his blue hide now having turned into a dull black, Carter deduced he had done just that.

"Surprised?" The Phantom quickly reverted back into normal and sweeped Wizard's legs out from under him with his tail. "I can turn myself into stone and back on a whim. So you can't touch me!" He mocked, leaping into the air and swiftly petrifying himself once more to come crashing down on top of the downed magician.

"Gah!" Now it was Carter's turn to call out in pain as he was being squished by several hundreds of pounds of solid stone. He desperately pulled at the chain on his belt, reaching for the Yellow gem ring and passing it across the scanner.

_Land! Dodon. Dododo, dododon. Don, dododon!_

The yellow magic circle passed over Carter, changing his armor to the heavier _Land Style_ and filling him with strength, straight from the Earth herself. "Haaaaaahh!" Carter roared in frustration as he pushed up with all his might.

"Wh-whoa!" The stone gargoyle called out in shock as it was easily lifted off the ground, held up by the newly transformed Wizard. Wizard growled in effort one last time as he tossed his heavy foe flying through the air like a javelin. Gargoyle, swiftly tried switching back to normal in order to catch some air on his wings, but he forgot they had been ripped up before so instead he continued his flight barely slowed as he crashed face first into a building.

"Fina-!" Carter was just about to slip the _Kick Strike _ring onto his finger when he felt cold metal rest atop his shoulder, right next to his neck.

"The moment one prepares to deliver the final blow, is also when they are most likely to drop their guard." A feminine voice sniggered behind him. Gargoyle noticed that the magician was no longer moving to attack him and decided it was best to hightail it after his target who had already made a break for it.

"I don't know who you are doll, but thanks." He called to his sudden savior who paid him no mind.

"Now then-" The female Phantom started but she quickly had to leap back as the Wizar Sword-gun came stabbing back toward her.

"Well now." Carter twirled his sword through his fingers and leveled it at his newest adversary. "I certainly was not expecting to see you here, Empousa-chan. What brings you to quaint little Tomoeda."

The female Phantom chuckled, brushing a hand through her jet black hair. Her feminine body was covered in wicked magenta armor with the exception of her left leg which was a bright golden color and her right arm which was a demonic black appendage that ended in a clawed talon. Her face was mannequin like, being completely pale with a void space where her eyes would be and luscious red lips drawn in a smirking smile. A single, hooked horn also extended from the side of her head. A rapier with a needle thin blade and a magenta guard that matched her armor rested in her demonic grip.

"I followed the other Phantoms of course."

"So…" Carter's tone seemed to switch to one of disappointment. "You came to attack the gates in this city along with the other Phantoms." Empousa threw back her head and laughed a hardy woman's laugh.

"You wound me, child. I followed the others here because I knew you would not be far behind. Protector of hope that you are."

Carter grinned inside his helmet, pleased with her answer. "Well then. Time to prove I'm no longer the kid who couldn't keep up with you before."

_Flame! Hi. Hi. Hi-hi-hi!_

Now back to his _Flame Style_ Wizard held his sword out toward his old rival in invitation. "Care to dance, love." Empousa held out her own blade, crossing it with Carter's and snickered once more.

"Let us continue our wild dance of blades, Wizard." The two immediately broke away only to stab at one another once again. Steel clashed against steel as the two became locked, pushing against each other for control. Empousa was the first to break the stalemate, dropping low, and kicking for Wizard's legs. Carter had already faced this ploy, and instinctively cartwheeled to the side, slashing as he landed. Sparks flew as the silver blade scraped against Empousa's armor. The female phantom leaped back, gripping her shoulder.

"Looks like the first point belongs to me." Carter quipped excitedly. He retook his stance preparing to charge once again.

"Indeed. It seems you have improved. Which means this handicap won't be necessary any longer." Empousa dropped her stance completely, she breathed in deeply as her magenta armor started to quiver and shake.

"Reppu gari! (Gale hunter)"

XXXXXXXXXXXXXXXXXXXXXXXXXX

"There you are!" The teenage gate turned in fright. Gargoyle, his ruined wings having healed, had finally caught up with him. The gate stumbled, hitting the ground hard. "Hahaha!" The Phantom chuckled gleefully, grabbing hold of the teenager pulling back his talons, preparing to rake his claws across the gate's throat. "Now, as I was saying, let the fear of death drive you to-."

"**Wood!" **The Phantom stopped mid swipe as a canopy of snaking vines began to tangle about his arms and torso, separating him from the gate and pulling him back.

"Oh what is it this time?!" He cried in outrage as he swiped at the vines, tearing them from his arms and using his wings to break apart the ones around his torso. "Not another damn magician!" He growled when he finally noticed the costumed girl standing defiantly across the street from him and his target. She wore a pink dress with a red belt around her waist and a red cape on her back,plus red knee high boots and white gloves covering her arms. A pinkish, feather designed mask covered her face as well as red beret covered her hair. In her hands was a pink staff with a star at its head and tiny wings flanking the star. "So what the heck are you supposed to be?!" Gargoyle demanded.

"I am…"The girl stopped mid sentence, apparently having no idea as to how to introduce herself. "I am…? Um, please wait a moment." She bowed in apology which quickly deflated the angry Phantom as she started rummaging through the folds of her dress. She finally removed a small note from her pockets and quickly skimmed over. She sweat dropped over the notes instructions. "Oh this is so embarrassing." She quickly turned back to the stunned Phantom and gate and bowed once again. "Thank you for waiting." She then readied her staff again, attempting to regain her previous composure. She then started twirling her staff through her fingers like a baton (oh god my testicles just shot back inside me!) and tossed it into the air catching it once again with her other hand and leveling it at the Phantom. "Kamen Mahou Shoujo, Piffle!"

Gargoyle stood frozen at the sight of the cosplaying girl. First he had to deal with an armored clown on a motorcycle and now he was being forced to watch this costumed cheerleader make a fool of him with her ridiculous intro. "Why…you." Steam literally started bellowing from his ears as outrage like never before set in. "I've had it with you costumed clowns!" He quickly held up both his claws which were filled with handfuls of strange black stones. "Ghouls, get rid of her!" Gargoyle threw the stones to the ground where they immediately started to give off purple smoke and sprouted into a horde of the lesser Phantoms.

'Piffle' (cocks suicide pistol just in case) pulled a card from the folds of her robe and tossed it into the air above her. "**Jump**!" Tiny wings sprouted from the masked girl's ankles, these wings gave her amazing leaping abilities as she bounded over the charging mob of Ghouls to the stunned Gate's side. "Hang on!" She commanded as she gripped him by the arm and leaped once again. They landed a good distance from the Ghouls and Piffle allowed the teenager to fall, exhausted, to his knees. "You should be safe for now. Please try to escape." She instructed. The teenager looked at her for a moment, perplexed, but, he soon nodded getting back to his feet and began jogging down the street away from the monsters.

"Sakura!" Piffle looked up as the fully transformed Keroberos landed by her side. "What was with that intro?" He attempted to hold in a snicker as his mistress blushed in embarrassment.

"To-Tomoyo-chan said she only needed to record me doing that once and I would never have to do that again!" Sakura explained desperately.

"Well, she got her films worth. I left her on a rooftop a safe distance away after she got her shots. So let's get this done with." Kero smirked. Sakura nodded, pulling herself up onto her guardian's back as they took off.

"There she is!" Gargoyle finally noticed the winged lion soaring toward him and his horde and the masked girl riding on its back. Kero soared over the Ghouls, swatting a few down as he passed over. Sakura leaped from his back, a new card in hand.

"**Sword!" **Sakura commanded as her wand shifted to its rapier like form. She raised her sword up, descending straight for Gargoyle.

"You think that's gonna work!?" The Phantom spat as his hide quickly changed to stone. Sakura's blade flashed downward, sending a line of sparks jumping from the stone Phantom's body. "Yeeowch!" Gargoyle cried out, instantly switching back to normal and finding a large gash had been slashed down the left half of his body. "How did you-?"

"My **Sword **is magical. It cuts only what I want it to cut." Sakura explained, retaking a firm grip on her rapier.

"Dammit." The Phantom grumbled. It also noticed that its stone troops were fairing even less, the Ghouls easily being dispatched by the flames let loose by the sorceress's pet lion.

"Where, where is it?!" Sakura and the Phantom suddenly heard familiar mutterings as their eyes followed the noise to a short distance down the street. Sakura's eyes widened when she saw the same teenager she had just rescued had returned, his eyes tracing the ground around him as he seemed to be lost in search. "I must have dropped it around here somewhere." The gate finally raised his head and his eyes widened. Not from shock that he had just wandered back into the situation he had barely escaped from with his life, no they were focused solely on the ground right at Gargoyle's feet. The Phantom followed his target's line of sight and noticed his foot was just inches away from a tiny pair of brass bells tied together on a blue ribbon.

"What? Looking for this?" The Phantom lifted the bells up so the gate could see them, shaking the brass orbs mockingly to make them ring. The gate took a desperate step toward his lost property.

"Give those back." He demanded. "Those are…Ba-chan's bells." His hands shakingly reaching out for the tiny ribbon the gate continued to move closer to Gargoyle. The Phantom chuckled, holding the bells out as if wanting to return them.

"Get away!" Sakura pulled on the boy's sleeve. "You have to get away from here!" The gate only shoved her away, continuing to beg for his grandmother's precious memento. His fingers had just barely brushed against the tiny brass instruments when the Phantom pulled back cackling.

"Take them then!" The Phantom tossed the tiny orbs against the cold ground, prompting the teenager to dive for them. The Phantom's wide feet suddenly came crashing down atop the tiny brass bells, it constantly shifted its foot back and forth between stone and normal as it grounded the tiny instruments over and over into the dirt, the teenager watching on helpless. "Here's your precious bells!" The Phantom then ceased his stomping, kicking what remained of the tiny instruments to the boys hands as only flattened, useless pieces of metal wrapped in torn blue fabric.

"No…that was…all I had left…Ba-chan!" The boy suddenly gripped his chest as if it were in pain as he cried out. Fissure's began cracking along his face and body, purple light filtering from them.

"No!" Sakura immediately went to the boy's side trying to shake some sense back into him. "Don't give up! You can't fall into despair now!" She cried to the sorrow filled gate who made no indication that he heard her.

"Hahaha!" Gargoyle cackled to himself as he signaled all his remaining Ghouls to form up around him once again. "It's over! It took me awhile but I finally managed to make him fall into despair! Now that leaves just you." Gargoyle flexed his claws and signaled for his troops to press ahead, their spears and swords poised to charge. Kero instinctively returned to his master's side, growling threateningly against the oncoming horde.

"Please, Yu-kun. We need your help." Sakura prayed, readying her staff once more, preparing to fight to the bitter end to keep the monsters away from the gate.

_Flame, Shooting Strike! Hi-hi-hi!_

(hit the music: Last Engage.)

The first line of Ghouls were instantly blasted to bits by a barrage of blazing artillery, forcing Gargoyle and his troops to stop in their tracks.

"Miss me." Sakura felt a hand rest on her shoulder as she smiled up to the armored magician. "You did good, now then…" He then switched his weapon to blade mode and once again held his red ring up to the scanner.

_Flame, Slash Strike! Hi-hi-hi!_

"Let's burn these bastards!" He cried, lowering his sword to point behind him, its blade instantly igniting in a torrent of flames.

"Right!" Sakura threw a new card into the air and passed her staff over it. "**Firey!**" The pixie-like spirit of fire erupted from the cards surface, hovering at Sakura's side.

"Wha-what do you think your little flames are gonna do?!" Gargoyle challenged, switching once again to his stone state. The Ghouls charged, their spears and swords reaching out to run the magicians through. Kero would have none of that as he released an even greater gout of flames, that stopped the Ghouls dead in their tracks, even incinerating those few at the front.

"Finale!" Carter cried, charging through Kero's flames, his own blade poised to slice through the mob of stone beast. Suddenly, the **Firey** was at his side, becoming a tiny red orb that danced around his blade, causing the flames to roar even higher to life and changing them to a bright scarlet color. Wizard felt like he could barely hold onto his blade anymore as it hummed with incredible power but he held on even tighter than before. "Haaaaaah!" With a mighty battle cry Carter slashed forward with his blazing sword, sending a great wave of fire slicing through the entire mob of Ghouls, instantly blasting them back into stone debris. Carter then moved on Gargoyle who remained stubbornly prone as a statue. "That won't help you this time!" Carter called out, confident in the power boost Sakura's magic provided him. He spun on the balls of his feet and slashed right through the stone monster. There was no movement for that instant after his stroke as the flames on the Sword-Gun died down and then…

_Crack!_

"Ahg! No…way!" Gargoyle cried out in disbelief as a thin line of fire circled around the top of his chest and his top half separated from his lower. The stone Phantom crumbled in a pile of burning rock.

"Yu-kun!" Sakura's cry pulled Carter back toward the slowly fading gate who still gripped his memento desperately.

"Gomen." Carter apologized, slipping an _Engage_ ring onto the teenager's finger and holding it up to his buckle. "I allowed myself to be distracted and this is what happened."

"Yu-kun?" Sakura looked at him, confused. He laid a comforting hand on her shoulder.

"Don't worry. I'll use whatever strength I have left to save his hope." Carter promised and leaped through the gates newly formed portal, diving down into his underworld.

XXXXXXXXXXXXXXXXXXXXXXXXX

"Whoo! That is some ugly despair!" Carter quipped as he finally located the undeveloped Phantom. It stood some twenty feet tall. Its thick hide was a dull gray with green covering its back and head. It lumbered towards the waiting wizard in a hunched over charge, its single eye in the middle of its head staring hatefully. It was seconds from bringing its crude mace down atop the Wizard that had insulted it.

_Dragorise!_

"Koi, Dragon!" Carter called as the red magic circle materialized before him. Hearing the call, Dragon charged through the portal, flooring the Cyclops as it passed.

_Connect, please!_

Now astride the Machine Winger once again, Wizard leaped toward his Phantom, hooking the bike to Dragon's back and wings and gaining some measure of control of the wild beast. "Dragon! Lend me your power!" He called as he brought the flying lizard around for another attack. The Cyclops was already back on its feet and taking swings at the pesky monster that blindsided it with its club. Dragon unleashed a barrage of fireballs at the monster's feet while carter unloaded a hail of silver bullets on the beast with his sword-gun. But the beast thick hide held up against the artillery and it continued the chase, smashing up the scenery around it and leaving purple fissures in the ground and open air. Carter decided it was time to end this.

"Finale!"

_Cho-inee! Kick Strike! Saikooo!_

Carter leaped from Dragon's back as the Phantom suddenly went rigid. Its head and front legs suddenly pulled into its shoulder and its back legs were pulled into its sides as its tail connected to the under belly. Dragon was now in _Strike Phase _where its body had transformed to resemble a larger version of one of its own claws. The claw leaped up where Carter connected his own boot to the gigantic talon. The two were instantly covered in flames and an enlarged projection of Wizard appeared wearing the _Dragon Strike Phase. _

The Cyclops could only stare up in terror as the giant dragon print came sailing toward it like a meteor.

_Boom!_

The flying kick left a huge crater in the shape of a dragon's foot print where the Cyclops had been. Carter leaped down from his perch as Dragon returned to its true form. It roared in victory and flew off, returning to the portal Carter opened for it.

"Fui!" Carter sat back on his haunches as he watched the gate's underworld return to normal. He then heard a faint ringing noise and his eyes wandered to what looked to be a small children's park.

Sitting alone, not playing with any of the other children, was a small boy who seemed perfectly content just shaking his thin ribbon, listening to the jingle of its brass bells. An aged hand suddenly rested on his shoulder, surprised the boy looked up.

"Found you." An elderly woman smiled down at him, pushing up her thin spectacles.

"Oba-chan!" The boy cried in joy, wrapping his arms around his dear grandmother. "How did you find me?"

"You still have the bells I gave you right?" The boy nodded showing her the precious toy. "Just ring that and granny will always know where to find you and come running. Promise." She smiled and took his hand in her own, leading the smiling boy away as he practically skipped at her side.

As for the Wizard, he was nowhere in sight. Only a single white flower remained where he once sat.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"Look, he's going back to normal!" Sakura cried in joy as the purple fissures began to close up and the boy's pained expression became one of peace. The red portal appeared once more as Kamen Rider Wizard leaped from its depths to land beside his friends.

"You did it, Yu-kun!" Sakura cried in joy. Kero and Tomoyo nodded in agreement.

"With this…he won't be targeted…any…" Carter began to sway on his feet to his friends shock.

_Error!_

The buckle began to flash and the red armor broke apart into tiny particles, flying from Carter's body. The magician suddenly fell to his knees, seemingly unable to stand any longer.

"What's wrong?!" Kero asked, getting behind the wizard to keep him from falling back.

"Yu-kun!" Sakura cried out to him in concern. Carter sighed.

"Finally ran out of mana huh? Well, at least she left me enough to get the job done." His energy completely spent, Carter's head rested against his chest as unconsciousness engulfed him.

XXXXXXXXXXXXXXXXXXXXXXXXXXX

Some distance away from where the battle took place, a raven haired woman looked down upon the city with a giddy smirk. Her hand resting on a fencing rapier with a magenta guard.

"You still have a lot to learn, my darling little wizard."

**Okay, I really have no comment about this chapter so just review and if you have questions hope their answered next chapter. **

**Now for my dilemma. What to do with this cocked pistol. (looks over blank space where disclaimer goes) Let's see if anyone's ballsy enough to call me on it.**


	6. Carter, a sharp nose, reliable partner

**Carter, a Phantom's Sharp Nose and a Reliable Partner.**

_Downtown Tomoeda, late afternoon._

"Found you." A man wearing a tidy black tuxedo quipped as he spotted his prey several yards down the busy sidewalk. His target was a woman with dark hair who was in her late twenties. She wore a short sleeved brown leather jacket over a thin white undershirt, as well as jeans and a pair of black, high heeled sandals. The woman strutted through the thick crowds of people, seemingly unaware that she was being followed.

The woman suddenly turned right, heading to what she must've assumed to be a less crowded back alley where she wouldn't have to deal with the thick throng of people. It was all too perfect for the grinning Phantom.

The Phantom immediately ducked into the alley after his target, swerving through several turns down the tight path. It wasn't too long before he realized he had lost track of his quarry. "How?" He gasped, sniffing the air like dog. Her scent was still heavy in the air. So heavy in fact, she could have been right next to him.

_Shing!_

The man suddenly heard the sound of soft feet hitting the ground behind him and he turned, finding the tip of a needle thin blade pointing in his face. "Why are you following, Gnome?" The woman shifted the point of her rapier to Gnome's throat as she smirked.

"My dear Empousa…" The cornered Phantom held up his hands in surrender. "I am merely a messenger, nothing more." He attempted to explain, the scrutinizing gaze of the female Phantom forcing his adams apple to drop slightly from fear.

Empousa glared at the cowardly Phantom, disgusted, but she pulled her sword away anyway, turning it over in her hand and pulling it toward her hip as if she were sheathing it, the blade seemed to burst into dark pinkish flames before disappearing. "Very well."

Gnome sighed in relief and immediately pulled himself together. "Eh hmm. Now then, I have been sent to inform you of our Superior's great displeasure in your recent actions."

"What are you talking about?" She sighed, annoyed. "I as I said I would. I stalled the Wizard so you and the rest of your wretched band could go about your business. I informed your "superior" that my only purpose coming to this city was to fight him and I have done my part."

"Sloppily." Gnome added which Empousa retorted with another glare and her waiting hand immediately going back toward her side, reaching for her sword. "My superior's words not mine." He quickly explained. "Though you did allow Gargoyle the time to follow through with his tasks, you did not properly "finish off" your own." Gnome assentuated the last point by running his finger over his throat.

"I drained the Wizard of his mana and left him defeated where he lay, he was hardly a threat to you after that." Empousa waved off the accusation.

"Then you will have to explain how he was able to catch up with Gargoyle once again, destroy him and then have the power left to save the Gate from completely falling into despair…please!" The cowardly Phantom quickly added in the please, for safeties sake. Empousa raised an eyebrow at the comment and placed a finger on her chin thoughtfully.

'So he still had mana even after my attack. And he made sure to use it for finishing off Gargoyle. Admirable.' She thought to herself, impressed by her rival's resolve.

"As it stands, your slip up has cost us another comrade and gate to that wretched Wizard and we demand…" He held his tongue as the blade came back out, now resting against his jugular.

"You demand nothing of me, pest." Empousa spat, utterly tired of the Phantom's very presence. "I take no orders from you or your superior. I am here under my own discretion and will fight the Wizard as such. Understand?" Gnome nodded rapidly and she lowered her blade once more. "As for Gargoyle, if he couldn't defeat a wizard who only had a minimal amount of mana at his disposal then it was no wonder he was defeated."

'Minimal?' Gnome pondered, the gears in his head turning. "I see. Then I shall take my leave then." Gnome turned on the heels of his feet, crossed his arms behind his back innocently and marched away. 'The wizard's scent still lingers around her, it's not much but it's enough to track him down.' A sly smirk spread across the Phantom's face. 'A wizard with no mana is so much easier to kill.'

XXXXXXXXXXXXXXXXXXXXXXXX

_Daidoji Mansion_

"So, Mr. Carter Hughes, is it?" Sonomi Daidoji scrutinized the young teacher as he sat opposite her in the large manor's cushy living area. Carter sipped from the tea that was set out for him as he put on a mask of sheer innocence.

"Yu-sensei is fine, Daidoji-san." Carter said with a smile. "It's what I have the kids call me."

"Very well, Yu-sensei." Sonomi agreed. "It's funny I never expected that the teacher they would get to replace my daughter's retired English teacher to be so…young." She said the last part with a perplexed stare, not sure of what to make of the teacher even younger than herself.

"Ah, yes I expected as much." Carter sighed expecting this. "As you would believe I am fresh from graduating from college with a teaching dregree and I just so happened to be fairly fluent in several languages. So, when I was offered this rare chance to teach overseas, I was ecstatic to get started."

"Well you certainly sound like you have the attitude to match that energy, but with your physical condition I can't understand." Carter grimaced and looked to Sakura and Tomoyo, who nervously signaled with their eyes for him to improvise. After he had collapsed from mana drain, the girls had no choice but call for Tomoyo's chauffeur to pick them up. They made up a quick explanation on how that had just found him collapsed and tried to explain it away as a defect of his anatomy.

"Ah…well, my condition was at its worst when I was younger and I have long since beaten it. Now it just comes whenever I push myself just a little too hard." He quickly improvised.

"So when my daughter and niece found you?"

"I had set this day out for a little sight-seeing and as I was making my way back home a when spell had suddenly overtaken me. Just a little too much excitement was all." A bead of sweat fell down his face but he kept up his reassuring smile. Sonomi looked the man over once more.

"Very well." Sonomi apparently bought the story getting up to leave. "Would you like me to have my chauffer drive you home?"

"Oh no, no." Carter quickly turned down the generous offer. "After a spell like that I have to retain my dignity somehow so I think I'll just walk home and enjoy some fresh air." Sonomi shrugged and left the room.

"Ah, we'll show Yu-sensei out mother. We have something we need to talk about for the next class." Sonomi nodded and lead the two girls, plus the magician, out.

"What, did I give too much homework?" Carter joked but he immediately hushed up at the concerned looks the two girls gave him. "Okay, okay what would like to know?"

"What happened to you Yu-kun? Why did you suddenly collapse like that?" Sakura asked the obvious question.

Carter sighed and stuck his hands into his pocket. "I had a run-in with a particularly powerful Phantom, named Empousa." He explained, a slight chuckle in his voice.

"You seem happy about this." Kero popped his head out from Sakura's bag and stated confused.

"Ahh, well. She and I are aquainted, sort of." He explained and then saw that his young friends still didn't understand. "I fought her once before, years ago. She beat me then too."

"There's a Phantom that strong?" Sakura seemed utterly shocked.

"Ha. Surprised? Not everyone is unbeatable, Sakura-chan. And for us magic users, she is a definite threat. That fainting spell earlier, she caused that. She has the ability to drain mana from magician's like us. Coupled with her beyond human ability with a sword, and she is a force to be reckoned way." Carter remembered back to how soundly he was overpowered by his rival and smiled.

"Sounds like you respect her." Tomoyo noticed, and Carter blinked having forgotten how observant the young heiress was.

"You could say that. She's definitely not like most Phantoms. I guess that's why I find her…fascinating." His eyes appeared distant, almost lost in thought.

"Yu-kun?" Sakura looked up into his blue eyes bringing him back from his thoughts.

"Ah, gomen. Seems I've rambled on too much and it's getting late." He bowed to his two students and waltzed down the long drive way to head home.

"Are you sure you won't need a ride home?" Tomoyo called concerned. Carter turned and smiled, walking backwards while lifting up his arm and gripping his bicep.

"Daijobu! After that little powernap I'm in peak physical condition!" He called cheerfully and turned back straight, continuing his walk home but with a slight grimace on his face. 'I'm still running nearly empty with magic though. If another Phantom attacks…' He shook the thought away. 'It's fine. Just need a good dinner, a long sleep and I'll be back to peak fighting condition in no time.'

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"Damn it! Why did I park Winger so far away?!" Carter moaned as the late afternoon became twilight, the street suddenly lacking in its day time traffic and the street lamps beginning to glow to life. Normally, Carter would just have to use his _Connect _ring to open a portal home or summon the Machine Winger to his side, however with his limited amount of mana he was feeling particularly frugal with his spell usage so he formulated the most efficient plan to be just locating his precious motorcycle and from there "connecting" home so he wouldn't be exposed for too long. Although, it's not without merit to believe that even the most efficient plans to go awry.

"Pardon me, sir." Carter stopped dead in his tracks as the all too familiar sensation he got around corrupt mana raised several alarms in his head. Carter turned, spotting a properly dressed man smiling at him, with a bow the man's form was instantly clouded by a cloud of purple mist. Carter didn't even take the time to look at his ambusher's appearance he was already making a break for it, desperate to not get into a losing battle.

A loud rumbling could be heard behind him, and he turned back just in time to see that the Phantom had disappeared. No, not disappeared! Right where the Phantom had just been standing was what appeared to be a quickly dug hole like what a rodent might make, except Carter didn't want to meet the rodent that could up turn solid asphalt like that.

_Rumble. Shing!_

"Crap!" Carter slid to a halt as the tip of a wide bladed trident shot from the ground inches from his feet. The street started to rumble again as the ground gave way and the tip of a bright orange corkscrew like head came into view. The screw started rotating rapidly like a drill, pushing even more dirt aside as the Phantom freed itself of its hiding spot. Its wide body was bright orange, with a green eyed face at its center. Its head indeed resembled a corkscrew, however the tip of the screw was bent forward so that resembled a tall hat, like what fairy tale dwarves wear. His feet further simulated this as they were bent upward, elf like. The cute features ended there as the more monstrous features became prominent. His arms were equipped with long, serrated blades that ran up the length of his forearm and his body was packed together in thick muscle that was decorated by multiple teal colored gems. The Phantom crossed his trident wielding hands behind his head and bowed once more.

"Greetings, ring-bearing mahousukai. I am the Phantom Gnome." He introduced himself politely. "Ah, or would you prefer the title Kamen Rider better?"

"Damn!" Carter cursed. The Gnome knew exactly who he was which made it plain to see that he must've felt very confident about winning this fight if he felt he could reveal himself like that. Carter passed the _Driver_ ring over his buckle.

_Driver On! Shabadoobie touch to henshin!_

Gnome tutted disapprovingly. "Please do not try to resist. I would prefer not having to waste my energy on a weaker opponent." He remarked arrogantly. Carter didn't retort, but only looked at each of his element rings carefully. Land or flame would be best to fight off the Phantom, but that would mean using up more mana for the fight. He could try Hurricane. The Phantom seemed like its specialty was digging so escaping by air seemed like the better choice. Carter was about to slip the ring onto his finger when he noticed the Phantom sniffing the air.

_Sniff! Sniff!_

The Phantom wafted the air toward him with his hands, taking in some unknown scent completely. "There now. I have memorized your scent. You will not be able to escape me now." The Phantom chuckled to himself pleased. "I smell other scents as well. I wonder…could one of these scents lead me to that other pesky magician I've heard about?" If the monster's face could smirk it was certainly trying to do so, Gnome knew it had Carter trapped. If he escaped now, the Phantom would just move on to whoever else owned the scents he was smelling, and whether one of those scents were Sakura or not didn't matter, Carter knew he couldn't let the Phantom go and wreak havoc somewhere else. He was out of mana, and out of options.

"Ah, bugger it!" Carter shouted as he ripped off the Hurricane ring and passed the Flame ring over the scanner.

_Flame, please! Hi, hi! Hi-hi-hi!_

Carter's body was coated in flames as he dashed through the magic circle, leading in with a flying roundhouse kick that the Phantom warded off with his trident. Carter pressed his offence further, leaping back at Gnome slamming his elbow home straight into the Phantom's chest. Gnome reeled slightly but managed to stand straight once more and stabbed rapidly with his pike. Carter ducked the first couple of stabs and then managed to smash the trident away with an upward snap kick and then send the weapon flying from Gnome's hands with a follow up kick to his grip. Gnome growled angrily, the gems on his body glowing bright green. Carter had only enough time to cover his head with his arms as several rapid fire blast of green energy bolts exploded from Gnome's body.

"I wanted to end this quick and painlessly, but now that you have annoyed me more than I expected you to, I now feel I must make your execution last as long and as painfully as possible." Gnome threatened, moving toward the floored wizard with a vengeance. Carter responded by pulling out a new ring and passing it over his buckle.

"That's funny cause now** I** want to end this as quick as possible."

_Bind, please!_

Several miniature magic circles formed at Gnome's feet as the Phantom looked on in confusion. It suddenly realized its danger as several steel chains sprang from the magic portals and pinned its arms to its sides and held the Phantom in place.

"Finale!"

_Cho-inee. Kick Strike! Saikoooo!_

Carter set his boot ablaze and dashed toward his trapped opponent. He bounded into a quick somersault and leaped into the air, his blazing boot leading in a flying front kick.

"I-I won't die like this!" Gnome screeched desperately. The blades on his arms suddenly began to glow with red energy and he shattered his bindings with a quick flick of his arms. Twin crescent shaped projectiles flew from his slashing arms, spinning end over end through the air and hitting Wizard dead in the chest, canceling his attack and sending him painfully crashing to the ground.

"Gaaahh!" Carter gripped his chest in pain and attempted to get back up to his feet but a heavy boot slammed back down on his torso, pinning him down.

"Now, slow and painful execution." Gnome snarled, slamming his foot into Carter's chest several more times before kicking him in the side to send him sliding into a nearby wall.

"Hack!" Carted coughed up blood inside his helmet, the pain in his chest becoming two fold from the onslaught. Still, Wizard attempted to find some manner of leverage on the wall he laid against and hoisted himself back onto his unsteady feet.

"What, back for more!?" Gnome cackled as he retrieved his trident. Carter defiantly took a stance, preparing to rush back into the fight. "Just die already!" Gnome yelled in frustration as the gems on his body flared to life once more.

_Defend!_

Carter threw up his shield as the energy bolts bombarded against his magical defense. The shield held out only slightly as cracks began appearing across the magical projection. Still Carter held on, pouring what little mana he had left behind the shield.

"If I get take down here, then whose going to help Sakura-chan protect her city." More cracks appeared on the shield as Carter's mana began to run out. "I absolutely can't die!"

"**Shield!" **A dome of pink energy suddenly enveloped the exhausted Wizard, absorbing the remaining energy bolts. Carter looked on stunned, dropping his crumbling shield. An arrow of silvery energy suddenly flew past his protective dome, hitting Gnome square in the chest and sending him flying back.

"Yu-kun!" The **Shield** dropped as Sakura instantly ran to Carter's side, followed by Keroberos and Yue, who still held his magic projection bow in hand. "Are you hurt?"

"Uugh…just some broken ribs…I think." Carter gasped through his words, holding his hand to his chest again. While Sakura was busy tending to her friend, Gnome had pulled himself together long enough to realize he was greatly outnumbered.

"Hhheeee!" He shrieked as he stood up and began rotating rapidly like a drill bit. "I didn't plan on fighting more than just the weakened Wizard! I'm getting out of here!" He quickly flipped over through the air so that his pointed head pointed down, the street gave way all too easily under the pressure exerted by the man sized drill bit.

"It's getting away!" Kero growled, getting ready to give chase. He then stopped dead when he sensed his mistress was using another of her cards. Sakura had not turned around, but her staff was pointed back toward the escaping Gnome.

"**Shot! Target that Phantom!" **She commanded and the card appeared at its mistress's call, summoning a large orb of angry red energy that instantly pursued the cowardly Gnome into his escape route.

**Boom!**

The street suddenly exploded in a hail of dirt and debris as the Phantom was sent screaming into the air by the force of the explosion. He landed heavily, still chattering fearfully.

"Sa-Sakura-chan?" Carter actually started pulling back in slight fear as the normally gentle Card Mistress turned toward the downed Phantom with an expression Carter had never seen on her before. Her expression didn't appear particularly angry. She didn't frown, she didn't scowl but her aura just seemed to exude an all encompassing sense of danger. Her guardian's also nervously moved aside as she stepped past them.

"Aaaawwww! Save me!" Gnome retrieved several black stones and threw them in Sakura's war path. Several Ghouls grew from the black stones and instinctively leveled their weapons in defense of their master. Sakura didn't even hesitate to summon a new card to her hand.

"**Arrow!" **A petite girl in a blue outfit and pudding basin styled hair appeared at Sakura's side, her short bow in hand. The **Arrow **summoned a blue energy bolt to her hands and nocked it into the thin string of her bow. She took aim at the charging Ghouls and fired, her single arrow instantly splitting into dozens. The Ghouls had no chance as the volley of blue energy bolts rained down on them and literally demolished their stone bodies instantly. Carter, Kero and Yue gocked at Sakura's sudden brutality as the Ghouls each exploded in turn and left one, either stubborn or just plain unaware Ghoul to stand guard over its cowering master. With a wave of her wand, Sakura dismissed **Arrow** and held out one last card. **"Power!"**

_Smash!_

Without even breaking her line of sight on Gnome, Sakura backhanded the waiting Ghoul with her Star Wand, shattering the beast with the super human strength provided by the** Power**. Gnome only stared up horrorstruck as the last of his familiars exploded in defeat.

"You hurt Yu-kun." Sakura stated coldly, getting a two handed grip on her staff. Gnome chattered fearfully as the Card Mistress raised her empowered wand overhead. "You attacked him when he was unable to properly defend himself. You're nothing but a coward!"

"Wooooaaaaaaaaa!" Carter could only hear Gnome's final screech as the staff fell and the street was filled with a deafening boom and a huge dust cloud rose up, blocking the three's view of Sakura and Gnome.

"You're an unforgivable coward." Sakura's soft voice drew the Carter and the two guardians to uncover their faces from the dust, finally noticing the Card Mistress once again. "But, I still can't bring myself to finish you like that." The dust finally settled enough for the group to finally see Gnome, still cowering but very much alive and unhurt. Sakura lifted her staff from the crater she created at Gnome's feet and lowered her head in shame. "Even though you're unforgivable, I won't stoop to your level and attack you while you're weak and afraid." Tears had started to fall down the young, and gentle, girl's cheeks. An armored glove ruffled her hair and pulled her close to him as she cried into his side.

"Ah, Sakura-chan is much better than that." Carter comforted. "She's my kind and incredibly reliable partner, after all." Sakura looked up to his helmet covered face and he nodded, reassuringly.

"Hee-heeeeeeeeeeeeee!" Gnome had started thrashing on the ground as he attempted to crawl, pitifully back into his hole.

"Unfortunately, we can't let him get away. He's seen mine and Sakura's faces. Who knows what kind of damage he could do." Carter gently passed Sakura over to Yue as he readied his _Kick Strike _ring once more. "I have just enough mana to finish him off."

"That will not be necessary."

As if she had fallen from the sky, Empousa nimbly landed at the foot of Gnome's escape route, her rapier in hand. Gnome howled like a cornered animal and leaped back, apparently more terrified of the female Phantom than he was of the gathered crowd behind him. "Em-em-em-Empousa!"

"Hello, little rat. I believe I had just told you hours ago that **I **would fight the Wizard under **my own** discretion." Gnome instantly jumped to his feet, his trident once again in hand as he swiped wildly. Empousa easily parried each of the skill-less stabs without needing to move anything but her demonic black sword arm. "Good, I too have no taste for killing off an opponent who lacks the will to fight back." She then pointed her blade down, slipping it between the gaps of the trident's three prongs and with a skillful twist, sent the spear from Gnome's grasp. Still the cowardly Gnome continued to flail his arms about wildly.

"Aw. AW AWWWWW!" His arm blades began to hum to life once more as red energy built along their edges.

"Look out!" Carter warned, recognizing the attack. Too late it seemed as the crescent shaped blast struck the female Phantom and sending a new gust of debris flying into the air. "Empousa…" Carter muttered, downfallen.

"Your concern is touching, but unnecessary." Wizard, Sakura and the two Clow Guardian's instantly jumped apart as the Phantom suddenly appeared at Carter's side. Though, she was now dressed quite drastically. Her magenta full body armor was now gone, leaving the Phantom now wearing a very short armored tasset skirt with a light magenta sash falling down across the front of the skirt. Her torso lacked any kind of armor save for a brassier like strip of metal covering her chest. Both her gauntlets and boots remained but the swordswoman now lacked any of her proper armor, yet she seemed to step ever more lightly for it. "Have you already forgotten the bite of my Reppu Gari, Wizard?" Empousa giggled as he looked away embarrassed for letting his emotions get the best of him. "Still…" He suddenly felt an hand clasp his helmet by his chin. He stared wide eyed behind his visors as Empousa pulled his face close to her lips.

"Hoe…" Sakura, not to mention her two guardian's stared dumbfounded as the Phantom had just kissed Carter through his mask and looked even more shocked as a golden light started to race from the gap where Carter and Empousa's lips met to across Carter's armor. Empousa released the shocked magician who also had just realized what was happening to him.

"My mana…" Carter gripped his hand tightly as the strength had returned to his hands. "It's been restored." Empousa rubbed a gentle hand down Carter's cheek as she stepped past him to stand before Gnome once more. "I'm returning what I took earlier today, as apology for putting you through this." Gnome squealed and the gems on his body flared to life, propelling several bolts of green energy toward the proud swordswoman.

"Hmph." Empousa tutted unimpressed and then began twisting her wrist rapidly, turning her blade into a spinning windmill of silver. The bolts struck Empousa's defensive tactic, but instead of exploding the bolts caught on her blade, empowering it with green energy.

"Reverse Fang!" Empousa sliced her blade across the ground and then arced upward, sending a green blade like projectile of her own running across the ground like a sharks fin and slicing through the cement. Gnome threw up his arm blades in defense but was sent flying backwards, his weapons destroyed as the blades fell to pieces at his side. Empousa then raised her sword up, placing her open palm up beside it.

"Reppu Gari!" With a mighty shout, Empousa literally slid forward, her speed actually causing a jet stream to appear in her wake. She slashed her foe once across the side, and then slid to a stop. But a second Empousa suddenly appeared, slashing Gnome across the back. And another, cutting into his side again. This pattern continued, as several Empousa's appeared one after another, stopping where their attack struck only for another to appear.

"She can clone herself?" Kero deduced shocked. Carter shook his head a chuckle in his voice.

"No, that is proof of her perfect technique. What Gnome is being attacked by are her after-images that have not yet vanished before our eyes." And just as Carter finished explaining, Empousa's after images ceased leaving only one standing before the beaten Gnome.

"Todomeda!" Her blade covered in magenta fire, Empousa stabbed forward, impaling Gnome. He could only howl in pain one last time before she retracted her blade, letting him crash to the floor and explode in defeat. Empousa brought her rapier to her side once more, allowing it to vanish in a sheath of flames. The female Phantom turned to her audience who watched her battle with looks of pure awe. She giggled and lifted a finger to her painted on lips, blowing a kiss there way.

"I hope to see you again my admirable rival. And you as well, fascinating little Mahou Shoujo-chan." And with one last veil of magenta of flames, she disappeared.

"She's…stronger than any of the Phantom's we've seen thus far." Kero stated, mouth wide.

"Her speed and technique are beyond human." Yue agreed, for once showing a lack of composure.

"She's incredible." Sakura could only state.

"She's so dreamy!" Carter squealed, his hands clasped together like a fan girl. His friends turned to him, their eyes giving him incredulous looks. "What?!" Carter demanded back at them defensively.

XXXXXXXXXXXXXXXXXXXXXXX

"Ah man! What a night!" Carter griped as he plopped down on the couch located in his apartments living area. "What a day actually." He added. Starting with getting pulverized by Sakura for hiding out in her dressing room, then the fight against Gargoyle, getting pulverized once again by Empousa, nearly running himself ragged on low mana and then one last pulverizing by Gnome. He felt like he had been placed in a blender set to "pulverize". "Yo, pla-monster-tachi. Could you bring me one of those healing salves from the back?" Garuda and his brothers nodded to his command, racing to the medicine cabinets to retrieve the magic elixirs their master had brewed in case of emergencies. As Garuda and the others were busy with the salves, Golem saddled up to his master's side, carrying a white package about as big as he was. "What have you got their Golem?" Carter picked up the gorilla like familiar and set him on his shoulder while he began tearing at the parcel's packaging. Inside was a small box which Carter curiously popped open.

"Aroo roo!" Golem called in excitement while Carter eye's only widened in awe.

"A mahouseki." Carter picked up the flawless, bright red stone, bringing it eye level. He stared into its scarlet surface practically hypnotized by its luster. He could feel…an all consuming power billowing from deep within.

_**Roar!**_

"Waaahh!" Carter practically jumped from his seat, the red stone flying from his grip. It would have fell crashing to the floor had the ever motivated Golem not sprang up, catching its new material before it could be damaged. It then turned on its master, grumbling angrily at how he almost damaged such a perfect commodity. "Ah gomen!" He apologized sheepishly. He then noticed a tiny card was inside the box. He lifted it up so he could read.

"_**From this point on, you must become even stronger."**_

_**-C. Verner**_

"C. Verner?" Carter repeated, not recognizing the name. He then stared at the red stone his familiar was holding closely, remembering its promise of power had practically hypnotized him. He then placed a hand to his chest, a worried look in his eyes.

"Dragon, are you trying to tell me something?"

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

The night was so quiet, far too quiet for the lone individual who scowled down at the peaceful city. Perched atop the very top of the Tokyo Tower, paying the wind and height no mind at all , stood a dark haired young man dressed in a dark red changshan jacket and black slacks. His scarlet eyes scowled at the boring city. More than anything else in the world, he found this city boring. The nice smiling people, the colorful shops and streets, even the gentle sway of magic this tiny city seemed to give off. Boring!

But, recently, something had come to this city. Something that could help stave off his boredom. He smirked at the slightly crumbled newspaper gripped in his hand, the front page showing a picture of a nearly destroyed orphanage and several smiling children making heroic poses for the camera. Copying this defender of hope. This Kamen Rider. Maybe he could provide the young man with a degree of entertainment for once. The article suddenly burst into flames, becoming black ash in the wind.

"Saa, ore-sama no showtime daa."

**bum! Bum! BUM! Man! I actually like this chapter more than I was expecting. I figured I put too much into it. Sakura showing her badass side. A proper showing of Empousa's skills since I didn't want the last chapter to drag on too long. And the introduction of my own version of probably my favorite villain from the series. Woot!**

**P.s.: I find I cannot think of any good theme music for Sakura as well as Sakura and Wizard teamup battles. Could I get some recommendations?**

**Please review and I do not own and you know the rest.**


	7. Wizard, the red stone and burning Dragon

**Hey guys. Sorry about not updating last week. I had something else I needed to work on and couldn't put any time into updating this. Anywho, I hope you kids are ready for our biggest battle yet. Cause I sure am!**

**Wizard, the red stone and Burning Dragon Style.**

Carter Hughes, briefcase in hand and wearing his preferred teaching attire, was making slow work trudging his was to his current place of employment. His mind was distant at the moment as he gripped his new ring and rolled it over in his hand. It was similar to his _Flame Style _transformation ring except the mask piece was modeled differently with a new gold framed red gem as a part of the forehead as well as twin dragon horn-like pieces stemming from the bridge between the eye pieces. Golem had completed the new ring the very same night they had received the new red mahouseki. Curious as to this new ring's function Carter immediately scanned it over his WizarDriver. The results were…

"Yu-kun!" Instantly pulled from his thoughts Carter turned as he saw his students/friends, Sakura and Tomoyo, jogging toward him. Carter smiled and waved nonchantly as his two protégés stopped to talk to him. "Yu-kun, are your wounds healed?" Sakura asked, concerned over her friend's well being considering the horrifying pummeling he had received the other night.

"Fit as fiddle!" Carter grinned, ruffling the younger girl's hair playfully.

"That's a relief." Sakura sighed. She then noticed the Ring in his other hand. "Yu-kun what's that ring?"

"Oh this?" Carter held up the ring so that his two students could see it.

"Is that another new ring?" Tomoyo noticed.

"Yeah, Golem made it for me just recently. Between the three of us, I think it might be a dud." He explained, slipping the red ring back into his jacket as the three continued on their way to the school.

"A dud?" Sakura blinked confused.

"Yeah." Carter nodded. "I tried using after Golem gave it to me but all I got was the 'Error!' response. So either the ring is a dud or it's not a ring I can use." Carter explained his reasoning. "Funny thing is…" He then pulled out another ring, this one was a spell ring and depicted a dragon spewing forth a torrent of flame. "This one seemed to have started reacting during my failed attempts."

"I haven't seen you use that ring." Sakura stated, not recognizing the ring from any of Carter's past battles.

"I can't use this one either." He sighed, depressed slightly. "This was actually one of the first rings I had received from my teacher, that is, the man who taught me magic. He said that in the right circumstances, this ring would become my trump card."

"What kind of circumstances?" Tomoyo asked.

"No idea. It was probably just cryptic teacher malarkey."

"DO YOU KNOW ABOUT MALARKEY!?"

"HOE!"

"BWAAAH!"

Both Carter and Sakura jumped as Yamazaki appeared beside the trio, quick with yet another tall tale. Chiharu was not far behind him, giving her boyfriend a tiresome look. "Can't you even hold off around a teacher?" She grumbled.

"It's alright Miharu-san. Continue Yamazaki-kun." Carter stated expectantly. Ever since the young teacher had started at the junior-high, he would keep an ear out for the boy's wild stories, finding them refreshing and the tourist in him fascinated by the foreign concepts and wondering if they were true. Yamazaki, was instantly pleased by how this new teacher had given him such leeway considering how his other teachers, not to mention Chiharu, tried to get him to keep his disruptions to a minimum.

"Hai!" Yamazaki said thrilled. "Anyway, malarkey is the name of a rare species of bird. It's the baby of a mallard and a turkey and rumor is that when it's cooked and served its flavor is a rich combination of both birds. But the bird was so rare that next to no one was aware that they existed didn't believe it when other people talked about how delicious it was. So whenever people hear something they don't believe they call it Malarkey because of that bird that may or may not have existed.

As the boy went on and on his friends listened with mixed reactions. Sakura was transfixed, perplexed by the idea of a super delicious bird that may, or may not have, existed. Tomoyo only giggled at her friends adorably gullible nature. Carter listened on, thoroughly amused by his students quick wit. Chiharu was already flexing her fingers, getting ready to throttle Yamazaki once more. As the small group of students and teacher entered the school grounds and were heading off to class, they did not notice one figure watching them from the other end of the street, his red eyes starring daggers into Yamazaki's back.

"That kid's big mouth is pissing me off."

XXXXXXXXXXXXXXXXXXXXX

"Alright kids, we'll be reading literature for the Civil War today. Turn to the Chapter in your text books to read a few lines from "Gone with the Wind"."

"Hai!" The students called as one and began reading to themselves in silence, utilizing translating books nearby for words they could not fully understand yet. Carter watched on with pride as his young charges practically buried their noses into their books. Back home they would have lots of kids stilling talking loudly at the back of the class, while these kids however were more studious and cooperative as he noticed some kids asking some of their neighbors for help with translations. While to the students the foreign teacher had become a bit of a celebrity around the school. He was well liked by many of the senior staff and his compassion to students in need of extra help, not to mention his flair and energy while teaching hardly left things boring. His tough teacher routine from the beginning of his term here had even been seen as just him being his lively self trying to make sure his entrance left an impression.

"Yu-sensei, could you help me with this line? I'm still having trouble with these translations."

"Be there in a flash!" Carter called back, he then took a firm grip on his desk chair, wheeled it over to the wall next to his desk and kicked off with both his legs sending his chair sliding across the class room with him childishly riding in it. "Wheeeeeee!" The students tried to hold in giggles at the childish display. The door to the class room suddenly slid open. The visitor noticed the grown man riding on an office chair and stuck his foot out, catching the chair and causing its rider to fall back.

"Aw, the back of my head!" Carter groaned as he placed a hand on the back of his head to check for bruises. He then noticed that the said visitor's foot was hanging dangerously over his face. He didn't need to think twice as he rolled out of the way as the dark haired teen's foot smashed the ground where his face had been seconds ago. Carter rolled back to his feet and dusted off his burgundy jacket, eyeing the clearly irritable young man cautiously. "Are you a late arrival?" Carter asked, the kid wasn't much older than the rest of the class, but with the dark red changshan he wore not to mention his clearly hostile entrance, the magician highly doubted this boy was a student.

The class only stared at the boy in shock as he glared angrily, his eyes scanning the group and finally landing on Yamazaki. Ignoring Carter's question, he made quick steps through the group of stunned students and stopped beside Yamazaki's desk, glaring down at him with his blazing red eyes.

"Can I help you?" Yamazaki asked nervously. He didn't recognize this new boy but he was certain that he had picked him out specifically among the group.

"You piss me off."

"Huh?" Yamazaki could barely hear what the boy had muttered. He turned his head sideways so his ears were pointed in a direction he could hear more clearly. He suddenly heard a swift 'whooshing' noise and a sudden blast of warm air.

"Kyaaaa!" Several students immediately leaped from their seats and started making for the doors. Yamazaki sat stunned however, starring at the colossal weapon lying only centimeters from his feet after it had seamlessly cut his desk straight down the middle, leaving it in two, apparently charred, halves on the floor. Having summoned his weapon practically out of thin air the boy hefted his broad sword onto his shoulder. The sword had a scarlet hilt with the guard designed into twin spreading wings, the blade itself was triangular and golden, wisps of steam sprang up from the blade imply it was giving off incredible amounts of heat. Yamazaki stared up at the glaring boy shocked.

"That stupid face of yours. And that big idiotic grin you were wearing while spouting all that annoying horse-shit. It really…PISSES ME OFF!" The teen in red raised his sword up once more, looking to cut down the boy standing before him this time.

"Yamazaki-kun!" Chiharu tried to run to her boyfriend's side but someone else was a step ahead of her as he stepped between the two and caught the blade with his arms crossed beneath the guard.

"Now, now." Carter tutted disapprovingly. "Attacking someone just because they irritate you is just plain childish." Despite his confident smirk he was very aware that his arms were beginning to turn a shade darker from the blades intense heat.

"Urusai!" The boy snarled back as he pressed against the older man's guard. "I'll destroy whatever, and whoever I damn well please!" He growled menacingly as purple smoke started to stream from his body. His body suddenly shifted as he grew to match Carter's height. His body was now a bright crimson with gold feathers sticking from his fore arms and legs. Gold pauldron shaped like bird heads also grew from his shoulders. His face became featureless save for a pair of glowing green eyes. More feathers stuck out from his head like horns.

'A Phantom?!' Sakura and Tomoyo gasped as one. Sakura's first reaction was to reach for her key but she realized that getting Chiharu and Yamazaki out of here first was more important. "C'mon you two!" Sakura grasped both her friends hands as the four of them followed the rest of their class out of the room. Just before they slipped out, Sakura and Tomoyo threw Carter apologetic looks. He said nothing but winked reassuringly back at them.

"Get off my sword!" The Phantom demanded kicking at the teacher, sending him sprawling back and causing him to fall back over his desk. The red Phantom scoffed and turned in order to give pursuit to the group of kids who had escaped him.

_Connect, please!_

**Pow!**

Burst of automatic fire blasted into the Phantom's back causing him to stumble forward. He turned noticing the man he had assumed he had just dispatched was standing once again, a silver gun in hand and resting against his shoulder.

"Care to explain why you're after my precious little students?" Carter demanded more than asked as he slipped the red _Flame Style _ring onto his finger. The Phantom recognized the ring for what it was a chuckled expectantly as he rested his broad sword across his shoulder.

"That brat was just bait. My goal was only to drag you out, mahousukai." He leveled his sword Carter's way. "Or should I say, Kamen Rider? I never expected it was this easy to draw you out of your hole. I hope you can keep me entertained for at least a few seconds before I turn you into ash."

Carter glared hatefully at this new foe. "It's bad enough your kind attack Gates so you can increase your numbers. But for you to attack innocent children for just that? Unforgivable!" Carter's hand quivered in rage as he angrily passed his ring over the WizarDriver's scanner. "Henshin!"

_Flame, please! Hi,hi! Hi-hi-hi!_

The flaming red magic circle passed across Carter's body, summoning his red _Flame Style_ armor. Carter leveled his gun in challenge. "Saa, showtime daa!"

"Wrong, Wizard!" The Phantom retorted and pointed his thumb to his chest. "From here on its Phantom Phoenix-sama's showtime!" The Phantom, Phoenix, charged at the waiting Kamen Rider, bringing his sword down and splitting Carter's desk in half just as the Wizard somersaulted away. Carter retaliated with another well placed silver bullet into Phoenix's chest. Phoenix snarled in anger and kicked at one of the nearby desks, sending it flying at Carter who flipped up, landing crossed legged on the desk as it landed while twirling his gun around his finger.

"Not too much space in here to fight, you have to admit." Carter quipped, rolling off the desk just as Phoenix chopped that one down too. The Phantom followed the agile Wizard into the halls. Phoenix lifted his sword up, causing it to burst into brilliant orange flames.

"Stop running!" Phoenix swiped his blade horizontally sending a wave of flame racing toward the Wizard and incinerating everything in its path.

"Ah crap!" Carter quickly swiped his blue _Water Style _ring over his buckle.

_Water! Sui-sui! Sui-sui!_

_Defend!_

As the rippling blue magic circle passed over him, Carter swiped yet another ring over his scanner, summoning a wall of water to repel the inferno tearing through the hall. A haze of steam flew up as the twin walls of water and fire collided, leaving both fighters blinded. Carter grinned under his helmet as a clever plan suddenly came to him.

"Dammit! We're not through yet!" Phoenix snarled as he dashed into the thinning fog. He stopped in his tracks when he realized that save for him the hall was empty. "Bastard! Don't you run away from me!" He growled as he stalked through the empty halls. He kicked open classroom doors, thinking the Wizard might have ducked into one of them, still he search came up short. As Phoenix continued his fruitless hunt for his target he was just barely aware of the moisture lining the area. To him, it stood to reason everything would be covered in water after that thick fog, but he was not aware, however, of one certain larger puddle slowly inching toward him. Until…

"Gotcha!" Wizard's hands suddenly rose up from the puddle's surface catching the Phantom off guard as they gripped him about the ankles. Phoenix fell flat on his face as his feet were pulled out from under him. The living puddle then descended on him as Carter rematerialized, gripping the Phantom's arms with his own and pinning him in a full nelson.

"Well, we seem to have reached an impasse." Carter quipped as he pulled the snarling Phoenix's arms back farther. "Now, I don't really feel all that secure taking my hands off your arms to try and finish you off. So how about we call this a draw and you crawl back into whatever miserable hole you came from." Phoenix ceased his struggling and then started chuckling to himself, to Carter's confusion.

"A draw?! I'm just getting started!" Phoenix roared in effort as he pushed upward, utilizing only the muscles in his core. Carter watched on in shock as Phoenix managed to pull himself back onto his knees, with the magician still attached to his back. Phoenix then managed to get one foot under him and then the other as he pulled himself up to his full height. Now Carter was hanging from the ground his arms still wrapped around the Phantom's arms. Somehow, Phoenix had managed to break free of Carter's pin using just as his lower body strength. The Phantom's physical strength must have been herculean!

"Hhhhrrrraaaaagh!" Phoenix's snarls built into a full blown roar as his body began giving off extreme amounts of heat. "Get off me!" He demanded as his body suddenly burst into flames, forcing Wizard to release his foe before he was scorched.

"What the hell are you?!" Carter gasped as he retrieved his sword-gun. Phoenix cracked his neck and began stretching his arms to recover from the less than affective hold. He then turned back and retrieved his own weapon to lay it across his shoulder.

"The mighty Phoenix-sama!" He declared arrogantly. "The most powerful of our boss's executioners. Sent here only to wipe out annoying pest like you Wizards." Phoenix pointed forward, to behind Carter.

"Yu-kun!" Carter turned as Sakura came running up to him, Star wand in hand.

"It's dangerous here, you should have stayed outside with the others!" Carter scolded the younger girl as she slid to a halt next to him, her staff raised to fight.

"We're a team remember. Our magic together is stronger than when they're alone." Sakura then summoned a familiar card depicting a naiad to her hand. Carter caught on immediately and pushed down the thumb on his Sword-gun, opening its scanner.

"Alright then. Let's extinguish him!" He passed his water ring over the scanner as Sakura passed her wand over her Sakura Card.

_Water! Shooting Strike! Sui-sui-sui!_

"**Watery!"**

Carter leveled his gun as a blue magic circle formed at the nose of its barrel. The **Watery **rose from her card and immediately began a ball of blue light which danced around the barrel of the sword-gun. In response the magic circle turned a bright shade of cerulean as even more powerful water magic built within it.

"Finale!" Both Wizard and Sakura called as one as a geyser of cerulean water exploded from the barrel of Carter's gun to strike Phoenix full in the chest. Phoenix snarled in pain as his flames were immediately snuffed out by the stream of high-powered water and forcing him backwards.

"This…is…NOTHING!" Phoenix roared as steam started rising from his body. He snarled and growled as he slowly began to push back against the geyser.

"No way!" Carter called stunned as Phoenix was beginning to retake ground, the flames on his sword hand even flared back to life. He swiftly raised his broad sword up, covering his body with it against the jet of water. He then began pushing forward even faster as he broke into a full charge.

"Die!" He bellowed as he gripped his sword in both hands and pushed his way through the last few feet.

"Sakura-chan!" Carter abandoned keeping his attack up and jumped in front of his young partner, holding the shocked girl tight against his chest as Phoenix swung for his exposed back.

**XXXXXXXXXXXXXXXXXXXX**

**Boom!**

"Kyaaaah!" The crowd of gathered students all ducked in cover as a sudden flash fire exploded from the sealed school doors. A huge wave of flame had escaped out and with it, a tumbling smoking mass holding tightly to another such screaming student.

"Yu-kun!" Sakura cried out as she lingered near the burnt and battered body of her friend. After he had shielded her with his own body, Carter's armor was immediately shattered by Phoenix's stroke, sending the two flying out of the burning school. Save for a few bruises from the their tumble out of the school Sakura was mostly unharmed, though she was not the least bit relieved as she stared down at her motionless teacher's broken body, tears streaming down her face. "Please somebody help him!"

"Kinimoto-san please move aside." Terada, who heard the commotion and had been busy rounding up the students away from the burning school, gently pulled the crying girl aside as paramedics rushed to Carter's side, already performing the first aid.

"He's alive!" One of the doctors assured the group of horrified students and teachers. "He's only got first degree burns and his injuries are only skin deep." The students sighed in relief but Sakura only stared at the man who had taken that possibly fatal blow for her with eyes still streaming with tears.

"It's a miracle!" Tomoyo rushed to her friend's side, hugging her about the shoulders and pulling her close, Sakura continued to cry into her friends chest, but she too was relieved. A red gleam suddenly caught her eye. She reached out to the lonely ring lying away from its master, a receding red glow still filling its depths.

"Yes. A miracle." Sakura agreed.

XXXXXXXXXXXXXXXXXXXXXX

"The hell was that?" Phoenix stood unfazed as the building burned around him. He had already retaken his human form and was staring off after his two enemies he had just sent flying. However his face was a clear mask of confusion.

Just before his attack struck the exposed Wizard's back, a bright flash of red light filtered forth from one of the rings on the magician's chain of rings. The light suddenly became a blazing pair of wings that sprouted from the Wizard's back that seemed to have deflected the bulk of his attack because what should have been an instant incineration was weakened into an attack that only sent his foes flying. Phoenix stood there for several more minutes within the flames, puzzling over this conumdrum.

"No matter." He finally decided. The Wizard had lost and he won. Nothing else to it. Phoenix actually enjoyed that fight, short as it was. And if the Wizard wasn't dead then that just meant he could take his time killing him later. "Better head on back." He decided and with his hands behind his back and skip in his step he waltzed toward the back exit of the burning building, crossing the burning floors as if he were in the middle of field of spring daisies.

XXXXXXXXXXXXXXXXXXXXXXX

"Tomoyo! Sakura-chan!" Sakura and Tomoyo turned to the shout and were soon pulled into a tight embrace as Sonomi Daijobi seemed to hold onto both girls for dear life. "Yogata!" She cried relieved that her precious daughter and niece were unharmed. Sakura noticed that her Father and older brother were right behind her.

"Otou-san. Oni-chan." Sakura started to tear up as she rushed to her father's side and buried her chest into her father's chest. Fujitaka wrapped his arms around his daughter, understandingly.

"Is that teacher of yours alright?" Toya asked looking into the small hospital room. Sakura had begged the paramedics to let her go with them to take Carter to the hospital and Tomoyo finally convinced them that it would be prudent to take Sakura along if only to make sure of the severity of her injuries. As was expected, Sakura only had a few bruises. After her examination was over she immediately asked where the teacher who had saved her life was resting and for the last few minutes she and Tomoyo had watched over the already bandaged up but still unconscious Carter Hughes.

"They say he's stable. But they aren't able to understand why he's still unconscious." Tomoyo explained.

"It must be that special anatomy of his." Sonomi guessed, recalling how Tomoyo and Sakura had brought the young man home with them, explaining that he collapsed from over stimulation. "Being caught inside of a burning building is a little much for most people. Still, for him to have braved that fire in order to save Sakura's life…we owe this man so much."

"Why were you one of the last ones to evacuate?" Toya turned on his sister suspiciously.

"Umm…" Though rumors were going around about how a monster had attacked her classroom, very few of the teachers actually bought into the story and decided it must have been a gas explosion. Still, Sakura couldn't just tell her family that she actually plunged back into the fire herself in order to help Carter.

"Sakura-chan got separated from the rest of as everyone was panicking to get outside." Tomoyo instinctively lied on her friend's behalf. "I was the one who told Yu-sensei about this and he ran back inside to check. We were so lucky he found Sakura-chan when he did."

"Incredible." Fujitaka also peered into the room and gazed compassionately to the younger man who had saved his daughter's life. "We have to make sure we thank this man properly when he wakes up." He turned to his daughter and smiled reassuringly. She had caught his "when" remark, implying he too shared her faith that the brave teacher would wake up soon.

XXXXXXXXXXXXXXXXXXXX

"I'm back!" Phoenix called less than enthusiastically as he marched into the wide, mostly empty cave. Dominating the dark chamber was a frilly white bed, covered on all side by a pure silken curtain, hiding the face of the figure who could be seen sitting up in bed.

"It seems you've caused quite a ruckus today, Phoenix." The figure in bed stated, their voice giving off a dark, feminine undertone.

"I was bored." Phoenix shrugged, guiltless. "You have cooped up all day I and got impatient for when my real job can get started. It's not like I care for making Gates despair like the rest of your grunts."

"Indeed. You are my most powerful subordinate. But your actions were reckless you could have destroyed a potential Gate."

"Well, my ends speak for my methods, boss." Phoenix smirked. "The Wizard's down for the count for now. We can get back to make Gate's despair at our leisure.

"There is still the young Sorceress."

"You want her gone? Done!" Phoenix grinned as he turned on his heels, preparing to venture out once more.

"Wait!" The figure commanded as several green, thorn ridden vines scrambled from beneath the curtain and reached out, ensnaring the startled Phoenix and pulling him back to the bed's side. "That girl is not to be touched." The figure commanded sternly.

"Hmph, fine!" Phoenix brushed the vines away, scowling for being forced to stay cooped up, in boredom, once more. A pale, feminine arm reached out from within the curtain and ran a delicate finger down the side of Phoenix's cheek.

"My dear Phoenix. I understand how you despise being held back so. All I ask is a little restraint. And a little cooperation." The hand now held out a square Polaroid photo to the sulking Phoenix who took it curiously. "This is your target. Make this Gate fall into despair for me, for now."

Phoenix grinned and the photo vaporized into black ash in his grip. He wasn't going to need to take this with him. After all, he knew this face all too well.

XXXXXXXXXXXXXXXXXXXXXX

"_This place is…" Carter awoke into a wide pitch black space. He had no idea how he had gotten here. The last thing he remembered was moving in front of Sakura and then…everything else was a blank after that._

"_Hello!" He shouted into the empty nothingness. No response. He seemed to be utterly alone. _

_Sob...sob!_

_Carter turned toward the sound. He knew that sound anywhere. It was the sound of a child in tears, a sound he could not stand above all else. "Where are you!?" He shouted once more, running off blind into the darkness. Still he heard the pitiful sobs. "I'm here! Tell me where you are!"He continued to yell as he jogged through the featureless darkness. His eyes soon fell on a tiny figure cowering and in tears as they huddled away into a small corner of darkness of their own._

"_Hey!" Carter walked up to the young child, who couldn't have been much more than ten years old. He held out a reassuring hand and smiled. "Hey, c'mon. Crying never solved anything. Let's get out of here ok?" The child didn't look at him, he only continued to cry into his crossed arms. "Hey…" Carter reached out, trying to take the kid's hand in order to lead him out of…where ever they were. Better to at least stay near the kid instead of just leaving him alone in this place. His fingers had barely come close to the boy's arm when the kid's head suddenly shot up in fright, and Carter's eyes widened._

"_You are…" A head of messy brown hair and light blue eyes, all a part of a face all too familiar to the magician. _

"_Aaaaaaahhhhh!" The boy screamed out in terror and suddenly scrambled away from Carter. _

"_Hey!" Carter called out to the boy, when he suddenly felt a dark presence behind him. He turned as his gaze trembled with shock and terror. Standing before him, wrapped in a cloak of inky black shadow, red eyes glaring from the cloak, was a monstrous humanoid creature carrying a pair of wickedly sharp tomahawks. Carter's first instinct was to go pass his driver ring over his buckle, but no sound went off and his WizarDriver did not come at his call. 'What?!" Carter soon realized that his rings were missing. He took a horrified step back as the Phantom stalked toward him, hatchet raised, prepared to strike. "Dammit!" Carter immediately rushed at the advancing beast, bounding and twisting in mid-air to deliver a quick bicycle kick to beast's skull. However, his kick only passed right through the Phantom and as he landed stunned, he noticed that the monster was paying no attention to him and literally passed over him as if he wasn't there. _

"_Oi!" Carter grasped for the retreating monster's ankle but only grabbed empty air as his hands passed through the creature's leg. Still the monster stalked forward, it's target, the cowering boy, having backed himself into a corner and trembling as the object of his fear drew closer to him. Carter watched on in shock at this horrible scene, a sight that had haunted his nightmares for years. And more than this moment, he feared what would come next. _

_Coming literally from the shadows, a tall, well muscled man suddenly rammed into the shadowy beast. He grappled with the snarling demon as he tried to pull its murderous weapons from its grasp._

"_Son, run!" The man ordered as he was easily tossed aside. The boy only continued to cower as he watched his Father call out in pain as the monster slammed its foot down into his chest. The creature had decided that the adult wasn't a concern and began stalking toward the child once more. And once more the big man got in its way, grabbing it from behind by looping his arms around the Phantom's up raised biceps. He pulled with all his might, trying to pull the creature as far from his son as possible but once again the shadowy demon broke free, only this time, it decided it had had enough of the meddlesome adult. Carter's voice cracked as the axe swiped down and he and the boy cried out as one._

"_Daaaaaaaaaaddddd!"_

_Time seemed to have stopped. The boy, reaching out for his Father crouched motionless, hand hanging in mid-air and unable to reach. The beast, frozen mid-swing, relishing the sight of its blade digging into human skin and cutting a bloody scar through the big man's chest. And the man, not looking at his murderer, nor the axe protruding from his chest, but to his son, his mouth open as he had been calling out to his son. Telling him to do…something. Even as he watched his old-man die right in front of him._

_Carter's nails scraped into the ground as he balled his hands into fist. He has felt this same frustration and helpless for years, reliving the moment where he watched his father die over and over and wishing he were stronger. Even now after he had become a Wizard, he still felt that way. He had barely scraped through the fight against Gargoyle, had Sakura not come to his aid Gnome might have killed him, and now Phoenix, a Phantom possibly even stronger and definitely more vicious than Empousa was out in Tomoeda running amok, and Carter just felt so helpless._

"_Feeling sorry for yourself is unlike you." Carter looked up and he stared in shock. Standing proudly above him, adorned in his brilliant red armor was his alter ego, Kamen Rider Wizard. The armored magician scoffed and turned his back to him. "This scene was where you're long and lonely battle began." Wizard stated as Carter rose back on his feet to gaze at the scene along with his alter-ego. "The sorrow you felt as your loved ones were wiped out right in front you drove you into despair. It was a wonder that a child so young could hold out and embrace hope once more. You are indeed a wonder, Carter Hughes."_

"_It helps having you breathing down my neck all the time, Dragon." Carter smirked, having recognized his inner Phantom for what he was immediately._

"_Hmph." Wizard snorted and his human form melted away, becoming the proud, silver scaled beast Carter knew so well. "You say such confusing things. If anything my presence should be a bad reminder of this day for you. After all, I was born through these events."_

"_As was my hope." Carter added. Dragon turned its long neck to the magician, starring at him almost quizzically. Carter smirked and held his hand out his partner. "That day, more than anything, I wanted to reach out and take my father's hand. I wanted to save him more than anything and not being able to do so drove me into sorrow so deep I thought I was going to drown in it." Carter held a hand to his chest, pained by the memory. "But that day, I also saw a light that broke through the cloud of despair that threatened to swallow me. That light gave me hope that I could once again hold out my hand to someone else and save them. That brilliant light was my ideal. What I strived for as a Wizard. That light is what gave birth to you, Dragon."_

_Dragon snorted once more. "So, I was born from your hope was I?" Dragon chuckled at the ridiculous notion. The monstrous beat then lifted up one of its great golden claws and placed it over Carter's own. Sliding its claw away it revealed a shining red ring now lying in Carter's hand. Carter recognized the ring as the one crafted from the red stone. "That ring will grant you access to even more of my power." Dragon explained. "But at a great risk. As you gain more and more of my power you edge yourself closer and closer toward despair. Will your faith still hold out as you face that, Carter Hughes?" Dragon inquired as it beats it great wings, preparing to take off. _

_Carter chuckled and slipped the ring onto his finger. "You know me better than that, Dragon. The abyss stares at me and __**I **__stare back at it." He then raised his hand up in a fist. The ring on his hand suddenly flared to life as a red light rose into the dark sky overhead. The light raced across the darkness, literally burning it away and the painful image of the younger Carter and his Father's murder._

"_Hahaha!" Dragon laughed, impressed by his host's resolve. He rose high into the air, soaring into the distant light. "Rejoice, Carter Hughes. You are now one step closer to your ideal." Carter watched as his Phantom soared away and a new figure began walking toward him, the light that forced the darkness away coming with him._

_The figure shined brilliantly as the light of the red ring refracted off his gleaming, diamond like armor. Carter and he stared at each other thoughtfully. Carter noticed the familiar hand print shaped buckle around the Wizard's waist and his hand's went to the similar buckle on his own waist. _

"_Don't worry. I'll catch up to you soon enough." Carter promised. The diamond armored Wizard nodded in acknowledgement and lifted up his own hand where a brilliant ring modeled after a diamond gleamed in the brilliant light. The red and diamond ring glowed in unison before filling the once dark void with all consuming light._

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"Chiharu-chan! Yamazaki-kun!" Sakura called to her two friends when she spotted them at the front desk.

"Sakura-chan! How's Yu-sensei?" Chiharu asked as Sakura and Tomoyo walked toward them.

"He's still sleeping." Tomoyo explained.

"I see." Chiharu sighed. "We wanted to thank him for saving Yamazaki-kun as soon as he woke up."

"I still don't know why that monster-guy was after me. I've never seen him until today." Yamazaki pondered to himself.

'Could Yamazaki-kun be a Gate?' Sakura nervously thought back to how the Phantom had immediately picked Yamazaki out of the entire class, implying he knew who he was looking for. And what was worse was his methods. Most of the Phantom's they had fought until now had attempted to indirectly force Gates into despair, but Phoenix seemed to prefer just hunting them down and terrorize them until they despaired, and he had the power to back it up.

With Carter out cold, that left Sakura and her two guardians as the only ones able to protect Gates. But, if a Gate were to somehow fall into despair then the situation would be hopeless, since only Wizard could actually save a Gate from falling into despair.

'We'll have to prioritize protecting Gates instead of beating Phantoms.' She decided to herself.

"Well, we'll just check in on him for a few seconds." Yamazaki stated. "Yu-sensei's always really energetic so maybe he'll wake up when we get there."

"Alright. We'll show you where his room is." Sakura smiled and led her friends up to the next floor where Carter's room was located. It was then that Sakura felt a familiar foreboding sensation.

"Kyaaaaaa!"

The group turned back to the floor they had just ascended from. Yamazaki and Chiharu gasped as they saw the hospital lobby erupt into chaos as a pack of horned, rock-like monster's swarmed the patients, visitors and doctors with their swords and pikes raised.

'Ghouls!' Sakura mentally screamed. 'Why here?! Why now?!'

"Quick you two, we need to get to the top floor! There should be a fire escape that'll take us down. Sakura you need to find your brother and tell him to join us." Sakura blinked at Tomoyo's command. Her brother had left an hour ago with her father and Tomoyo's mother. Tomoyo winked and handed Sakura her bag and then ran after the fleeing Chiharu and Yamazaki. Sakura instinctively ducked into an hallway and opened Tomoyo's bag.

"I can always count on you, Tomoyo-chan." Sakura smiled as she pulled out the mask, beret and cape of her Piffle costume, just enough for a quick disguise. Sakura slipped on her costume and then removed the key from around her neck.

**"Key that holds the power of the stars, show your true form before me." **Sakura began to chant as her magic circle formed beneath her feet and her key floated inches above her open hands. **"I, Sakura command you under our contract. Release!" **Sakura grabbed her Star Wand just as it grew to its full length and she immediately summoned a card to her side. **"Windy!" **

A mighty gust kicked up as the figure of a yellow skinned sylph rose from the surface of the card. The **Windy **passed over the mob of panicking people and monsters as her winds began wrap about the Ghouls, holding them in place. The civilians had no idea where this wind had come from but they instantly saw it as a god-send and escaped out of the lobby and dispersed in all directions to get as far away from the stone monsters as soon as possible. Satisfied that the civilians were out of danger, Sakura dismissed **Windy, **allowing the Ghouls to move about freely once more, only now their focus was on Sakura.

"I won't let you get near Yamazaki-kun or Yu-kun!" She declared as she threw up two new cards. **"Watery! Thunder!" **At the command of her mistress the Watery once again rose up from her card and doused the charging Ghouls with a spray of high pressure water that sent them reeling, sopping wet, onto the ground Then, appearing from a sudden flash of lightning; a roaring, wolf-like beast appeared at **Watery's **side, channeling dangerous amounts of electricity at the disabled Ghouls and vaporizing there sodden stone bodies into chunks.

"Okay, that should do it." Sakura stated, satisfied.

"_Nisuu~! _Sakura-chan." Sakura's eyes widened, she knew that voice anywhere.

"Yu-kun!

XXXXXXXXXXXXXXXXXXX

Back with Tomoyo, Yamazaki and Chiharu, the three teens had finally made it up to the top floor and had made a mad dash for the emergency exit that led onto the roof. From there they would take a fire escape down to the parking lot below and then they should be home free. It should have been that easy.

"Yo~!" The teens came to a dead stop at the exit. Smirking at them with his broad sword resting on his shoulders, was the same young man who had attacked Yamazaki earlier today. "I was wondering when you'd get up here. I wanted to make sure my Ghouls had herded you right to me." Phoenix chuckled as he transformed into his scarlet bodied, true form.

"Back inside!" Yamazaki cried as he ushered the two girls back into the hospital and slammed the door behind him. They had not even gone an inch when the door was instantly smashed open by the Phantom's burning blade.

"If you don't mind, I'd like to finish our chat from this morning up here." Phoenix quipped as he grabbed Yamazaki by the collar and dragged him back out onto the roof. Chiharu had somehow gotten ahold of a broom and was instantly charging toward Phoenix with her make-shift weapon raised.

"Let him go!" She demanded as she rapidly struck the red Phantom across the back and arms with her weapon. Phoenix's only ignored the girl as he stopped at the edge of the roof.

"Now then, let the fear of death drive you to despair." Phoenix commanded the struggling Yamazaki as he hung him over the several story drop. Still Chiharu continued to cry out to the merciless Phantom.

"Please don't!" She begged, throwing her broom aside and grabbing Phoenix's arm. "I'm begging you, whatever it is you want from him you can take it from me! Just don't hurt him!"

"What I want?" Phoenix cocked his head to the side almost innocently. "I want your Phantom. His death is just a bonus." Phoenix suddenly released his hold on Yamazaki's collar, releasing the teen to fall to his death. Chiharu's legs suddenly went weak as she shook her head in disbelief.

"YAMAZAKI-kun!" Chiharu cried out in despair as a purple fissure formed across her forehead and began spreading out across her face and even her body. Phoenix smirked at the sight of the sorrow stricken girl but deep down he felt empty for the whole thing. What he loved was destruction and carnage. He loved crushing people under foot. These mind games where he had to make people fall into the brink of despair was good for a quick laugh, but it wasn't anything that could actually entertain him. He needed something more to stimulate him...he needed...

"A victim." Phoenix's eyes then fell on the young dark haired girl watching with horror filled eyes from the earlier destroyed emergency exit. He didn't know why she chose to stick around instead of save herself but lucky for him she did. He hefted his sword across his shoulder and he menacingly waltzed over to the cowering girl. "Care to play again of Cat and Mouse." He didn't seem to be asking as a fire ball formed in his free hand.

**_Bam!_**

Phoenix suddenly reeled forward as he was struck across the back. The sensation of silver bullets impacting across his back sent up an alarm in his head.

"How about you play with me instead." Wizard, hovering in mid-air by the wind calling powers of his _Hurricane _ring, and holding up the panting but still very much alive Yamazaki by his arm. Wizard landed on the roof and allowed the teen to rush to his girl friend's side.

"Chiharu!" He cried shaking her gently to try to get her to look at him but she continued to only look blankly into space wearing a mask of pure hopelessness.

"So, you're back for round two?" Phoenix smirked as he leveled his blade at Wizard who summoned his own Sword-gun and wielded it reverse handed as he marched toward his foe.

"I won't allow you to harm my student any longer." Carter declared, just out of earshot of Yamazaki. "Let's take this down stairs." Wizard then rushed the surprised Phoenix as a gale kicked up around him and sent him careening off the roof and onto the parking lot below. The two quickly broke apart.

"Hmph! Up there or down here. You're gonna get burned no matter what the altitude."

"Please, what you gave me earlier barely even counted as a sun burn."

Phoenix snarled as he rushed at the magician with his broad sword ablaze. He began hacking and swiping with abandon his sword leaving a line of fire through the air. Wizard, on the other hand ducked and dodged the wild swings with ease, thanks to the added speed and agility provided by his _Hurricane style._ He quickly flipped over enraged Phantom and slashed him across the back, sending sparks flying from Phoenix's crimson body. Phoenix growled in frustration and kicked back blindly with his foot ablaze, catching Carter in the chest. He would have bent sent reeling, but the magician quickly passed his bright yellow ring over the scanner.

_Land, please! Dododo, dododon. Don, dododon!_

Carter grasped Phoenix's leg and hurled the Phantom away with the greater strength his yellow_ Land _armor provided.

"That's it! I'm done playing games!" Phoenix roared as his body erupted in flames. He hurled his sword away and held his hands out in front of him. The fire covering his body suddenly began to build in his arms and flow to the space between his open hands. He raised his arms over his head as the flames gathered into a gigantic orb of crimson flame. "Burn in hell!" Phoenix threw his arms forward which sent his humongous projectile hurling through the air right at the Kamen Rider who had only enough time rip a new ring from his chain.

**_Boom!_**

A pillar of flame exploded over the spot where Phoenix's ultimate attack had hit, vaporizing anything that had been there. Phoenix cackled in triumph as he marveled over what could only be called his enemies funeral pier. He didn't once think on that all important rule of combat.

"The time you are most likely to lower your guard, is the moment when you think victory is at hand."

"Masaka!" Phoenix looked down only just in time to see the ground erupt at his feet as an armored fist smashed into his chin and sent him tumbling end over end through the air. Carter dusted the dirt off his armor and slipped off his _Drill _ring as it had done its duty well. "Bastard..." Phoenix was already getting back to his feet, glaring hatefully at the Wizard who had cold-cocked him.

"Time to finish this." Carter declared and pulled out his new red ring.

"How!?" Phoenix demanded unafraid. "You couldn't even beat with that stupid little girl's help! What makes you think you can defeat the Immortal Phoenix alone, dumbass!"

Carter glared darkly as the Phantom threw insults at him, and worst of all, Sakura. "My new power...Will burry you!"

_Flame, Dragon! Bou, bou! Bou-bou-bou! _

A red magic circle suddenly formed in front of Carter, as a blazing projection of Dragon erupted from Carter's back. The Dragon roared as it struck Phoenix and sent the evil Phantom sprawling once again. The Dragon then charged its master, colliding into the magic circle and passing right through the waiting Wizard and covering his body in brilliant red flames. A pair of blazing dragon rings spouted from his back before being extinguished along with the rest of the flames, leaving Carter in his radically changed armor.

His helmet now sported a pair of dragon horns and a red jewel in a gold frame in the center of his forehead. His cloak had now changed into an entirely red shade. The gems on his chest had disappeared and was replaced by the glaring face of a dragon. And his shoulders now sported silver and black armor with red gems on the sides. Carter felt his body practically fill with an incredibly intense heat that became power that rushed through every corner of his body. He had achieved Wizard's _Flame Dragon _style.

_(Hit the music: Last Engage!)_

"Saa, showtime daa!" Carter quipped as he retrieved his sword-gun.

"I told you, it's my showtime!" Phoenix snarled as he charged the improved Wizard with his Sword raised. Carter countered by slipping a ring onto his left hand and pulling down thumb of his Sword-gun and then passing the ring over the sword's scanner.

_Copy, please!_

A second Sword-gun suddenly materialized in Wizard's empty hand. Carter crossed his swords over his head just in time to catch Phoenix's overhead chop. Phoenix pressed down on his blade with all his might, but Wizard _FD's _improved power seemed to be a match even for him. Wizard suddenly slipped on of his blades free from his cross guard and swiped and Phoenix, sending him reeling back from the cut across his chest. Carter pressed his offensive as he rapidly slashed and stabbed with his twin blades. Phoenix desperately tried to block with his much larger weapon but an upward swipe from Carter sent the blade flying from the Phantom's hands and left him defenseless from the barrage of slashes that forced him to retreat back.

"How?!" Phoenix couldn't believe how things had quickly turned around. This morning he had the Wizard on the run, now this same Wizard was forcing him, the almighty Phoenix, to retreat! "This isn't fun anymore." Phoenix growled as all feeling of excitement from a real fight had faded away into a burning hatred, directed completely to the red cloaked Wizard.

"The games end now!" Carter declared as he ripped his trump card from his chain of rings.

_Cho-inee! Special! Saikoo!_

Carter began to levitate off the ground as his red magic circle appeared from his back once more, and same as then, the fiery projection of Dragon crashed appeared only to crash through the circle once more. Dragon's head suddenly grew from Wizard's chest, equipping Wizard with his Drago Skull weapon.

_"_Finale!" Carter cried as the flames built within Dragon's jaws. Phoenix starred up in disbelief as the Drago Skull let loose a firestorm that struck the shocked Phantom and decimating the asphalt where he was standing.

"No...way!" Phoenix cried out in denial as his body exploded into a rubble and ash.

XXXXXXXXXXXXXXXXXXXXXXXXXX

"Chiharu-chan!" Sakura, having removed her disguise, was at Yamazaki's side as he, Tomoyo and Sakura tried in vain to stir Chiharu from her despair.

"Step aside please." They all turned and Sakura's and Tomoyo's eyes widened as they saw the brilliant new form of their Kamen Rider ally. He gently slipped a ring onto the dying girl's finger and held her hand up to his buckle.

_Engage, please!_

XXXXXXXXXXXXXXXXXXXXXXXX

"Koi, Dragon!" Carter cried as he spotted the incarnation of Chiharu's despair, a manta-ray like creature that screeched harshly as it crashed into its surroundings in a mad attempt to break loose out into reality. Wizard _Flame Dragon's _flames suddenly rose upward, changing Wizard back into his normal _Flame Style _ and collecting in the air to form his Phantom, Dragon.

_Connect, please!_

"Dragon, lend me your power!" Carter shouted as he shot into the air astride his motorcycle, the Machine Winger, and attached his bike to Dragon's back. Now in Winger WizarDragon formation, the magician and his smoke pillowing steed soared after the screeching Phantom. The manta-ray turned on them when it realized it was being chased and fired off quick bursts of dark lightning, but now in his faster more agile state, Dragon easily dodged each of the dangerous bolts as he made a bee-line for his target. Carter passed his final ring over the scanner and leaped into the air from dragon's back.

_Cho-inee! Kick Strike! Saikoo!_

Dragon shifted into Strike Phase as the flaming projection of Wizard smashed his foot into the dragon foot like weapon and careened into the flying beast with the devastating Strike End finisher.

"Fui." Carter sighed as he and Dragon landed side by side. His eyes then followed the forms of several running children.

"You can't catch me!" One of them, a girl with red hair tied up in twin braids was leading her friends in a merry chase around a modest play ground. That must have been the younger Chiharu, he believed.

"Wait up, Chiharu-chan!" Carter then recognized another girl within the group, who had short brown hair tied into tiny pig tails, as his dear friend Sakura. He immediately recognized each of Sakura's friends among the playing children, as each of them were also his students.

"Hey do you girl's no about tag?!" A dark haired boy with squinty eyes, had to be Yamazaki, suddenly ran alongside the group of girls." A long time ago, people played tag as a form of weight training. The master would always be lead his students around in a chase while they were wearing super heavy weights in order to increase their stamina. And anyone who couldn't keep up would always have to wear twice as heavy weights as punishment."

"Nuh-uh!" Chiharu suddenly stopped in her tracks and pounced on the younger Yamazaki. "Stop making up lies you squinty eyed moron!" An anger mark forming on her brow, Chiharu throttled the smiling boy while he laughed and asked why she was getting so worked up for. All the while Sakura and friends watched on, sweat dropping as their friend strangled the strange boy. Carter chuckled to himself.

"Isn't that adorable." He cooed happily. His beastial partner simply snorted in indifference and turned its back on the whole thing, ready to return home. Carter shrugged and, after summoning a single white flower to his hand and setting it down on the ground, followed his Phantom into the portal back to reality.

**Loooooooooooong. Loooooooong-ass chapter! Ugh! Sorry if my quality of work dropped their near the end guy's, I was just really in a hurry to end this without going over ten thousand words. Hope you all enjoyed it, cause there's more to come.**

**I don't own Cardcaptors, Kamen Rider or the Song Last Engage. Puuhh!**


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